UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Under Rule 14a-12

MASTEC, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee paid previously with preliminary materials.

o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MasTec, Inc.
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
(305) 599-1800

Notice of 2023 Annual Meeting of Shareholders

To our shareholders:

The 2023 Annual Meeting of Shareholders of MasTec, Inc. will be held on May 16, 2023, at 9:30 a.m., local time, via remote communication as more fully described below.

At the Annual Meeting, shareholders will be asked to vote on the following proposals:

The election of Ernst N. Csiszar, Julia L. Johnson and Jorge Mas as Class I directors to serve until the 2026 Annual Meeting of Shareholders.

Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year.

Approval of a non-binding advisory resolution regarding the compensation of our named executive officers (“NEOs”).

A non-binding advisory resolution regarding the frequency of the vote regarding the compensation of our named executive officers.

Such other business as may properly be brought before the 2023 Annual Meeting of Shareholders (“Annual Meeting”), and at any adjournments or postponements of the Annual Meeting.

The foregoing proposals are discussed more fully in the Proxy Statement accompanying this notice. Shareholders of record at the close of business on March 10, 2023, are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission, which we refer to as the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials on or about April 4, 2023, to our shareholders of record on March 10, 2023. The Notice of Internet Availability of Proxy Materials contains instructions for accessing our Proxy Statement and Annual Report and how to vote. In addition, the Notice of Internet Availability of Proxy Materials contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.

This year’s Annual Meeting will be held solely by remote communication, in a “virtual only” format, on May 16, 2023, at 9:30 am. The Annual Meeting will not be held at a physical location, and you will not be able to attend the Annual Meeting physically. This does not represent a change in our shareholder engagement philosophy. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 10, 2023, the record date (the “Record Date”) or hold a legal proxy for the meeting provided by your bank, broker, or nominee. In order to attend the virtual Annual Meeting, shareholders of record as of the close of business on March 10, 2023, must register via the Internet at www.virtualshareholdermeeting.com/MTZ2023. Once registered, shareholders can attend and vote at the virtual Annual Meeting via the Internet. You may vote during the virtual Annual Meeting by following the instructions available on the meeting website. If you encounter any difficulties accessing the virtual meeting, follow instructions provided on www.virtualshareholdermeeting.com/MTZ2023. A list of shareholders of record as of the Record Date will be available for inspection by shareholders during the Annual Meeting on the Annual Meeting website. Requests to access the list during the 10 days prior to the date of the Annual Meeting should be directed to the Corporate Secretary at Secretary@MasTec.com. It is important that you read the Proxy Materials, including the Company’s Notice of 2023 Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Annual Report on Form 10-K (collectively, the “Proxy Materials”), and we encourage you to vote your shares of common stock in advance of the Annual Meeting by one of the methods described in the Proxy Materials.

Jose R. Mas, Chief Executive Officer
Coral Gables, Florida
April 4, 2023

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PROXY STATEMENT

This proxy statement describes important issues affecting our Company and is furnished in connection with the solicitation of proxies by our Board for use at our 2023 Annual Meeting of Shareholders to be held at the time and place set forth in the accompanying notice.

Summary Proxy Information	5
Proxy Statement Summary	5
Availability of Proxy Materials	5
Information About the Annual Meeting of Shareholders	5
Items of Business	5
Record Date	5
Before you Vote	5
How to Vote	6
Proposals, Board Recommendations, How You May Vote, Votes Required and Legal Effect of Abstentions and Broker Non-Votes	7
Director Nominees	8
Business Highlights	8
Compensation Highlights	9
Sustainability and Social Responsibility	10
Board Oversight and Sustainability Governance	10
Employee Safety, Health and Wellness	11
Environmental Stewardship	11
Cyber	12
Community and Social Matters	13
Diversity, Equity and Inclusion	13
Stakeholder Engagement	14
Governance of the Company	15
Director Independence	15
Board Leadership Structure	15
Lead Independent Director	15
Risk Oversight	16
Board and Committee Membership	17
Compensation of Directors	26
Compensation Committee Interlocks and Insider Participation	28
Communications with Directors	28
Code of Business Conduct and Ethics	28

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Proposal No. 1: Election of Directors	29
Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	29
2023 Report of the Audit Committee	29
Audit and Non-Audit Fees	31
Pre-Approval Policies	31
Compensation Discussion and Analysis	32
A Message from our Compensation Committee	32
Our Executive Officers	33
Our General Philosophy Regarding Executive Pay	34
2022 Business Highlights	36
Best Practices in our Program	36
Role of Compensation Committee	36
Role of Compensation Consultant	37
Role of Peer Companies and Benchmarking	37
Say on Pay and Shareholder Outreach	38
Components of Our Executive Compensation for 2022	38
Additional Compensation Components	40
2022 Performance and Compensation Decisions	40
Termination of Employment and Change in Control Agreements	41
Deferred Compensation Plan	42
Clawback Policy	42
Risk Considerations in Our Compensation Programs	42
Stock Ownership and Retention Guidelines	42
Anti-Hedging and Anti-Pledging Policies	43
Accounting for Stock-Based Compensation	43
Compensation Committee Report on Executive Compensation	44
Named Executive Officer Compensation	44
Summary Compensation Table for 2022	44
Grants of Plan-Based Awards for 2022	45
Outstanding Equity Awards at Fiscal Year End for 2022	46
Stock Vested for 2022	46
Nonqualified Deferred Compensation	46
Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022	47
Employment and Other Agreements	52
CEO Pay Ratio for 2022	53
Pay Versus Performance	54
Performance Measures	55
Relationship between Pay and Financial Performance	56

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Proposal No. 3: Vote on a Non-Binding Advisory Resolution to Approve the Compensation of the Company’s Named Executive Officers	57
Proposal No. 4: A Non-Binding Advisory Resolution Regarding the Frequency of Votes Regarding the Compensation of the Company’s Named Executive Officers	57
Security Ownership	58
Certain Relationships and Related Transactions	62
Review and Approval of Related Person Transactions	62
Related Party Transactions	62
Split Dollar Agreements	63
Questions and Answers About Our Annual Meeting	64
Other Business	69
Householding	70

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Summary Proxy Information

To assist you in reviewing our 2022 performance and voting your shares, we would like to call your attention to key elements of our 2023 proxy statement and our 2022 annual report to shareholders. The following is only a summary. For more complete information about these topics, please review the complete proxy statement and our 2022 annual report to shareholders.

PROXY STATEMENT SUMMARY

The following summary provides highlights contained in this proxy statement. You should carefully read and consider the information contained in the proxy statement as this summary does not contain all information you should consider before voting.

AVAILABILITY OF PROXY MATERIALS

We began mailing the Notice of Internet Availability of Proxy Materials on or about April 4, 2023, to shareholders of record at the close of business on March 10, 2023.

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

•

Date: Tuesday May 16, 2023

•

Time: 9:30 a.m., local time

•

Place: www.virtualshareholdermeeting.com/MTZ2023.

ITEMS OF BUSINESS

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Election of Ernst N. Csiszar, Julia L. Johnson and Jorge Mas as Class I directors to serve until the 2026 Annual Meeting of Shareholders.

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Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year.

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Approval of a non-binding advisory resolution regarding the compensation of our named executive officers (“NEOs”).

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A non-binding advisory resolution regarding the frequency of the vote regarding the compensation of our named executive officers.

•

Such other business as may properly be brought before the 2023 Annual Meeting of Shareholders (“Annual Meeting”), and at any adjournments or postponements of the Annual Meeting.

RECORD DATE

•

March 10, 2023

BEFORE YOU VOTE

Please review this proxy statement and the other materials described herein carefully before voting. You can receive a free paper or email copy of the material(s) by requesting prior to May 3, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated on your Notice) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

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HOW TO VOTE

Vote At Meeting: A shareholder of record may vote during the Annual Meeting by following the instructions at MasTec’s Annual Meeting website. Please check the meeting materials for any special requirements for meeting participation.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the Notice available and follow the instructions.

Vote By Phone: You can vote by phone by calling 1-800-690-6903 from any touch-tone telephone.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

All persons who have shares of our common stock through our 401(k) plan may vote as described below under the section “How do I vote my shares that are held in my 401(k) Retirement Plan” set forth on page 65

We have made the decision that this year’s Annual Meeting will be held solely by remote communication, in a “virtual only” format, May 16, 2023, at 9:30 am. The Annual Meeting will not be held at a physical location, and you will not be able to attend the Annual Meeting physically. This does not represent a change in our shareholder engagement philosophy. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 10, 2023, the record date (the “Record Date”) or hold a legal proxy for the meeting provided by your bank, broker, or nominee. In order to attend the virtual Annual Meeting, shareholders of record as of the close of business on March 10, 2023, must register via the Internet at www.virtualshareholdermeeting.com/MTZ2023. Once registered, shareholders can attend and vote at the virtual Annual Meeting via the Internet. You may vote during the virtual Annual Meeting by following the instructions available on the meeting website. If you encounter any difficulties accessing the virtual meeting, follow instructions provided on www.virtualshareholdermeeting.com/MTZ2023. A list of shareholders of record as of the Record Date will be available for inspection by shareholders during the Annual Meeting on the Annual Meeting website. Requests to access the list during the 10 days prior to the date of the Annual Meeting should be directed to the Corporate Secretary at Secretary@MasTec.com. It is important that you read the Proxy Materials made available to you, including the Company’s Notice of 2023 Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Annual Report on Form 10-K (collectively, the “Proxy Materials”), and we encourage you to vote your shares of common stock in advance of the Annual Meeting by one of the methods described in the Proxy Materials.

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PROPOSALS, BOARD RECOMMENDATIONS, HOW YOU MAY VOTE, VOTES REQUIRED AND LEGAL EFFECT OF ABSTENTIONS AND BROKER NON-VOTES

Proposal		How does the Board recommend that I vote?	How may I vote?	Votes required for approval when quorum is present	Abstentions	Broker non-votes
1.	Election of Directors	The Board recommends that you vote FOR each of the three director nominees.	You may vote FOR or WITHHOLD authority to vote for the approval of each of the three director nominees.	Affirmative vote of a plurality of the votes cast subject to majority vote policy.	Do not count as votes cast and have no effect on the vote.	Do not count as votes cast and have no effect on the vote.
2.	Ratification of our Independent Auditor	The Board recommends that you vote FOR the ratification of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year.	You may vote FOR or AGAINST the ratification of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year, or you may indicate that you wish to ABSTAIN from voting on the matter.	The number of votes cast in favor of ratification must exceed the number of votes cast opposing ratification.	Do not count as votes cast and have no effect on the vote.	Voted at broker’s discretion.
3.	Advisory vote on Executive Compensation	The Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.	You may vote FOR or AGAINST the approval, on an advisory basis, of the compensation of our named executive officers, or you may indicate that you wish to ABSTAIN from voting on the matter.	The number of votes cast in favor of the resolution must exceed the number of votes cast against the resolution.	Do not count as votes cast and have no effect on the vote.	Do not count as votes cast and have no effect on the vote.
4.	Advisory vote on the frequency of votes on the compensation of the Company’s named executive officers	The Board recommends a vote FOR a frequency of “ONE YEAR”.	You may vote for a frequency of ONE YEAR, TWO YEARS or THREE YEARS. If you have no preference you may ABSTAIN.	A plurality of the votes cast, which means the choice (every year, two years or three years) that receives the most votes.	Do not count as votes cast and have no effect on the vote.	Do not count as votes cast and have no effect on the vote.

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DIRECTOR NOMINEES

The following table summarizes information about the three director nominees. As noted, two of the three nominees have been determined to be independent in accordance with the NYSE independence standards and our director independence guidelines.

Name	Age	Director since	Occupation	Independent	Committee memberships/ positions
Ernst N. Csiszar	72	2005	Private Investor	Yes	Chair E, Member D
Julia L. Johnson	60	2002	President of regulatory analysis and public policy consulting firm	Yes	Chair B, Member A C D
Jorge Mas	60	1994	Chairman of the Board of MasTec and Managing Partner in a private equity group	No	Chair A

Committee memberships/positions key:

A Executive Committee

B Nominating, Sustainability and Corporate Governance Committee

C Finance and M&A Committee

D Audit Committee

E Compensation Committee

BUSINESS HIGHLIGHTS

•

Record Revenue. Our 2022 financial performance reflected record revenue of $9.8 billion, a 23% increase over 2021 revenue of $8.0 billion.

•

Investment in Acquisitions. Through transformational acquisition activity over the past two years we have enhanced our end market positioning and diversification, while also adding significant scale and resource capacity to provide our customers a compelling suite of services.

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Strong Balance Sheet. We maintained a strong balance sheet as of December 31, 2022 and maintained investment grade ratings from multiple credit rating agencies.

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Record 18-Month Backlog. Our backlog as of December 31, 2022 was $13 billion, a 31% increase over 2021.

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•

Year End Stock Price. The market price of our common stock was $85.33 per share on December 30, 2022, the last trading day of 2022, a three-year cumulative total shareholder return (“TSR”) of 33%. TSR is the change in stock price over a specific time period. On March 10, 2023, the market price of our common stock was $96.02.

•

Our annualized TSR for the five-year period ended December 31, 2022 was 11.8% and the Cumulative TSR for that five-year period was 74.3%.

COMPENSATION HIGHLIGHTS

•

Compensation Philosophy

○

We accomplish these objectives by providing our NEOs the following primary elements of compensation: base salary and annual performance-based incentives paid partially in restricted stock (as discussed in the “Compensation Discussion and Analysis” section on page 32)

•

Best Practices in our Compensation Programs:

○

Three-year vesting period for equity performance-based awards

○

Caps on annual bonuses

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Modest perquisites

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Use of independent compensation consultant to benchmark and analyze compensation metrics

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Stock ownership guidelines for our CEO, other NEOs and independent directors

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Anti-hedging and anti-pledging policies. The Board of Directors has, however, granted exceptions to these policies for our Chairman and CEO with certain financing arrangements (for additional details, refer to Footnotes 3 and 4 of the “Security Ownership” section beginning on page 58)

○

A clawback policy for incentive compensation

○

The Compensation Committee is composed solely of persons who qualify as independent directors under the listing standards of the NYSE

•

Practices We Do Not Engage In

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No re-pricing of stock options without shareholder approval (no options issued since 2006)

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No excise tax gross-up provisions in post-2016 employment agreements and commitment to not have in any new agreements

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No single trigger change in control provisions in post-2016 employment agreements and commitment to have double trigger in any new agreements

○

No defined benefit pension plan

•

Our Say-on-Pay vote in 2022 was 94.5 percent in agreement with our compensation paid to our NEOs

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Sustainability and Social Responsibility

As a leading infrastructure construction services provider, we are committed to conducting our operations in a safe, diverse, inclusive and socially responsible manner that benefits our stakeholders, including our employees, customers, subcontractors, suppliers, investors and the communities in which we operate.

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Leadership’s commitment. Sustainability principles and practices are embedded within our strategy, risk management and day-to-day operations. Our Sustainability Report, available on our website, summarizes our commitment to sustainability as well as our framework of programs and initiatives.

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Board oversight. The Nominating, Sustainability and Corporate Governance Committee of our Board of Directors has oversight of our corporate responsibility for sustainability matters. We also have formal policies on Human and Labor Rights and Safety, Health and Environmental matters.

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Stakeholder engagement. Stakeholder engagement is a key element of our sustainability efforts and communications. We engage with our investors, employees, customers, subcontractors, suppliers and communities, to understand priority sustainability issues for our business, and seek to monitor these issues and effectively communicate with our stakeholders to strengthen these relationships.

•

Investing in a sustainable future. Investment in sustainable business opportunities is a key component of our business strategy for future growth. Through the construction services we provide, we help to modernize, connect and make our communities safer and more sustainable while helping to build our nation’s infrastructure, including the development and expansion of our nation’s clean energy footprint and the transformation of our electrical grid and pipeline infrastructure. Our telecommunications and install-to-the home services are expected to play a key role in expanding connectivity to and within homes and communities, including in rural areas, facilitating the transformation to an inclusive and sustainable future.

Sustainability principles and practices are embedded within our strategy, risk management and day-to-day operations. We strive to be recognized as a company that achieves customer expectations safely, profitably and in a manner that is environmentally responsible, socially aware and rewarding for all our stakeholders. We strive to achieve these goals through an organizational structure that provides excellent service delivery; establishes a reputation of integrity within the communities in which we work; and provides our team members growth opportunities in a diverse, inclusive and injury-free environment.


#3 2022 ENR Top 600 Specialty Contractors	#429 2022 Fortune 500 List

Our Sustainability Report, together with our detailed policies on Human and Labor Rights and Safety, Health and Environmental matters can be found on our website at www.mastec.com/sustainability. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.

BOARD OVERSIGHT AND SUSTAINABILITY GOVERNANCE

The Nominating, Sustainability and Corporate Governance Committee of the Board of Directors has oversight of sustainability-oriented matters for MasTec, including overseeing MasTec’s approach to considering, evaluating and integrating climate-related risks and opportunities into its business strategy and decision-making processes. This Committee is also responsible for considering MasTec’s material sustainability issues, discussing associated risks with the full Board and management and reviewing and considering whether MasTec has appropriate policies, processes, strategies and initiatives in place to address such matters, including climate-related risks and opportunities.

MasTec’s management compensation program considers sustainability-related factors, among them climate-related matters, environmental and safety performance, and fleet management, including driver safety and fleet fuel efficiency. MasTec regularly assesses its management compensation programs to appropriately align executive compensation and incentive pay with related targets and performance, including for sustainability-related matters.

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Our Nominating, Sustainability and Corporate Governance Committee charter, Code of Business Conduct and Ethics and related policies can be found on the Corporate Governance webpage of our website at https://investors.mastec.com/corporate-governance. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.

EMPLOYEE SAFETY, HEALTH AND WELLNESS

We have a proactive safety culture, and our safety leadership structure is designed to create accountability within each of our businesses and at the corporate level, with reporting to our executive management team. Our safety management process includes monitoring, reporting and addressing our key safety performance indicators. Team members are responsible for preventing incidents, injuries and occupational illnesses, and our project leadership team is tasked with ensuring that projects are accomplished in a safe, productive, environmentally and quality-focused manner. We strive continuously to assess and improve our safety programs and performance and are currently implementing an enterprise-wide safety management reporting system across our operations.

Safety is a core value at MasTec. It is a mindset that permeates all aspects of our operations, and an attitude that our employees exhibit, strongly and openly. We recognize the need of our workforce to have a safe workplace and are committed to maintaining a strong and sustainable safety culture within our organization. We continually evaluate our safety programs to protect our most important asset – our team members. We are committed to working together with our customers to upgrade our nation’s infrastructure – to building better, stronger and more versatile infrastructure to meet the opportunities and challenges of our nation’s future.

ENVIRONMENTAL STEWARDSHIP

At MasTec, we believe that we all play a role in environmental stewardship. We help our customers find solutions to their environmental goals and requirements and are likewise committed to responsibly managing the environmental impacts of our operations.

Over the past two years, we have undergone a significant transformation of our end-market business operations, which has expanded our scale and capacity in renewable energy, power delivery and heavy civil services. With a compelling suite of services, our operations are focused on:

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The shift toward energy generation from renewable and other clean energy power sources, including wind, solar, biomass, and hydrogen; carbon capture sequestration and industrial facility infrastructure; and civil infrastructure, including roads and transport-related infrastructure.

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Pipelines for cleaner burning natural gas; upgrades to aging infrastructure, methane reduction initiatives, pipeline distribution and integrity services; and pipelines for LNG exports.

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Grid investment to connect renewable energy sources; upgrades for grid reliability, aging grid infrastructure, grid security and smart grid technologies; storm hardening and response services; and grid infrastructure for increased electric vehicle technology.

Environmental matters are an integral part of our business planning and decision-making processes. We are committed to minimizing the effects of our operations on the climate and the environment and endeavor to reduce our carbon footprint, energy usage and greenhouse gas emissions. We seek to foster conservation and environmental awareness within our operations, and we endeavor to identify and incorporate energy, carbon and water efficiency considerations into our project planning and execution.

Some of our initiatives include:

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fleet fuel efficiency optimization programs

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recycling program

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detailed procedures for the disposal of hazardous waste

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incorporation of energy efficiencies and conservation measures in our corporate facilities,

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proactive management of environmental controls to monitor compliance with permit conditions and to preserve protected resources, including streams, wetlands and aquatic life, endangered species, their habitats and nesting areas and high conservation value habitats, as well as archaeological and traditional cultural properties,

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the development of an enterprise-wide environmental management reporting system across our operations, with reporting to our executive management team, and

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systematic monitoring of key performance indicators to allow us to measure and monitor our performance, identify behavioral trending and implement mitigation strategies to minimize compliance risk and achieve continuous improvement.

CYBER

The following charts were prepared by Security Scorecard for our Board of Directors on February 8, 2023. Security Scorecard measures security performance based upon evidence of compromised systems, diligence, user behavior and security incidents to provide an evidence-based measure of performance. Our Nominating, Sustainability and Corporate Governance Committee routinely reviews our scorecard as part of its oversight of environmental, social and governance (“ESG”) matters.



	Prepared on Feb 08, 2023

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COMMUNITY AND SOCIAL MATTERS

At MasTec, we are proud to serve the communities in which we operate. Partnering with our communities and our customers is fundamental to our business operations. We plan and act for the future, for the long-term good of our company, our customers and our communities. We are active in our local communities and participate in charitable giving, community outreach and community building programs, including disaster relief efforts for communities affected by hurricanes, flooding and similar events. We also have an unwavering commitment to our team members in times of need. Our donations to charitable causes were over $2.7 million in 2022.

We have a sizeable military veteran workforce, and we give recognition to our veterans annually in our company newsletter, “Fast Break.” We have community outreach programs tailored to military veterans, who represent approximately 4% of our workforce.

To attract and retain talent, we offer comprehensive compensation and benefits packages that include health insurance as well as access to telehealth services, which we have expanded to assist employees with medical and mental health matters. In addition, to help our employees build a financially secure future, we offer a 401(k) plan with matching benefits, an employee stock purchase plan, life and disability insurance plans and a flexible spending account to help employees cover medical expenses. We also offer employees support for personal and work-life issues, including health, legal and financial matters.

We invest significant resources in education, certification and training programs and other professional development opportunities based on an employee’s position and professional activities, including apprenticeship and leadership oriented training programs, tuition reimbursement for qualified training programs, sponsored attendance at industry conferences, departmental and divisional leadership conferences, employee training centers and advancement opportunities within and across businesses and divisions. We recently launched a Leadership Excellence and Development (“LEAD”) program, offering advanced leadership training opportunities at all levels. The LEAD program is designed to build leadership talent and provide leaders the skills and capabilities that put them in a position to succeed. The LEAD program curriculum is multi-tiered to align a participant’s curriculum with their current role and level of experience, and includes online and classroom training, application of learning to real work settings, field immersion opportunities and mentoring programs.

DIVERSITY, EQUITY AND INCLUSION

We are committed to diversity, equity and inclusion in the workplace and to fostering an environment where our employees can freely bring diverse perspectives and varied experiences to work. We seek to attract the best talent and foster a culture of inclusion, teamwork, support and empowerment where all talented individuals have access to opportunities and can achieve success. Our commitment to diversity, equality and inclusion, together with our culture of belonging, allows us to recruit and retain highly talented employees, so that we are able to deliver exceptional results to our customers. In our employee recruitment and selection process and the operation of our businesses, we adhere to equal employment opportunity policies without regard to race, color, national origin, religion, religious creed, ancestry, age, sex, sexual orientation, gender, gender identity, gender expression, veteran status, marital status, citizenship status, military status, pregnancy, medical condition, genetic information, physical or mental disability or any other characteristic protected by law.

With the support of the full Board of Directors, the Nominating, Sustainability and Corporate Governance Committee has committed to include women and minorities in the initial pool of candidates for any new or replacement Board position, as formalized in the committee’s revised charter.

Women and minorities represent 45% of our overall U.S. workforce and 45% of our U.S. executive, manager and professional workforce, according to our December 2021 EEO-1C report. We are proud to have been recognized in Deloitte’s 2021 Missing Pieces Report: The Board Diversity Census of Women and Minorities on Fortune 500 Boards, as one of only 29 companies in the Fortune 500 that, as of June 30, 2020, had 60% or greater diversity.

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Below details our Board of Directors diversity as well as excepts from our 2021 EEO-1 report, certified 5/12/2022.

Gender	Male				Female
Category	White	Hispanic	Black or African American	Other Minority	White	Hispanic	Black or African American	Other Minority	Total Female	Total
Board of Directors	3	3					2			8
Board of Directors	37.5%	37.5%					25%
Total Employees	14,027	5,656	1,665	1,184	1,964	611	229	243	3,047	25,579
Total Employees	55%	22%	6%	5%	8%	2%	1%	1%	12%
Executives/ Officials & Managers	2,370	700	130	157	412	108	45	34	599	3,956
Executives/ Officials & Managers	60%	18%	3%	4%	10%	3%	1%	1%	15%
Executives, Managers & Professionals	3,400	957	239	314	802	254	95	99	1,250	6,160
Executives, Managers & Professionals	55%	16%	4%	5%	13%	4%	1%	2%	20%

STAKEHOLDER ENGAGEMENT

Stakeholder engagement is a key element of our sustainability efforts and communications. Our proactive stakeholder engagement practices provide us with valuable insight and feedback throughout the year. We regularly engage with our investors, employees, customers, subcontractors, suppliers and communities to understand the priority sustainability issues for our business. Our engagement process includes formal and informal channels of communication, including quarterly investor calls, investor presentations, one on one meetings, employee feedback, customer, subcontractor and supplier discussions, community and industry events, among others. The feedback we receive from these engagement efforts informs our understanding of the issues most significant to our stakeholders. We seek to monitor these issues and effectively communicate with our stakeholders to strengthen these relationships.

Below are several of our policies/practices that have been influenced by our stakeholder engagement:

Policy/Practice	Description
NEO Stock Ownership	See page 42
Clawback Policy	See page 42
Use of multi- year performance measures	See page 55
Consideration of Gender/Minority Diversity in selection of new Board Members	We have instituted a policy to include women and minority candidates in the initial pool considered for Board positions
Elimination of excise tax gross ups in post 2016 NEO employment agreements	Our Compensation Committee has mandated no excise tax gross-ups in future NEO employment agreements
Elimination of Single-Trigger change in control provisions in post 2016 NEO employment agreements	Our Compensation Committee has mandated no single trigger change in control provisions in future NEO employment agreements

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Governance of the Company

DIRECTOR INDEPENDENCE

The Board, in the exercise of its reasonable business judgment, has determined that a majority of our directors qualify as independent directors pursuant to applicable NYSE and SEC rules and regulations. In making the determination of independence, the Board considered that no independent director has a material relationship with MasTec, either directly or as a partner or shareholder of an organization that has a relationship with MasTec, or any other relationships that, in the Board’s judgment, would interfere with the director’s independence. In arriving at this conclusion, our Board of Directors made the affirmative determination that C. Robert Campbell, Ernst N. Csiszar, Robert J. Dwyer, Julia L. Johnson, Javier Palomarez and Ava L. Parker meet the Board’s previously adopted categorical standards for determining independence in accordance with the NYSE’s corporate governance rules. The Board of Directors determined that there were no transactions or relationships between each Director or any member of his or her immediate family and MasTec and its subsidiaries and affiliates except those transactions reported below under the “Certain Relationships and Related Party Transactions—Transactions with Related Persons” section. Our Board of Directors determined that each of these transactions and relationships was within the NYSE standards and our categorical standards and that none of the transactions or relationships affected the independence of the Director involved. Our adopted categorical standards for determining independence in accordance with the NYSE’s corporate governance rules are contained in our Governance Principles, a copy of which is available on our website at www.mastec.com. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.

Through recent shareholder feedback we recognize that gender diversity is important to our shareholders and, as a result, filled the vacancy caused by the passing of Jose S. Sorzano with Ava L. Parker.

BOARD LEADERSHIP STRUCTURE

The Board holds executive sessions of the independent directors at every regularly scheduled Board meeting. The Board, with six directors deemed independent, maintains a percentage of independent directors serving on the Board above the NYSE requirement that a majority of directors be independent.

The Board conducts its business through meetings of the full Board and through committees of the Board, including the Executive Committee, the Audit Committee, the Compensation Committee, the Finance and Mergers and Acquisitions Committee, and the Nominating, Sustainability and Corporate Governance Committee. Ad hoc committees are formed as needed. The Board and its committees also act by written consent. During 2022, the Board met on six occasions, for which each of the directors who served during 2022 attended at least 75% of the Board meetings and at least 75% of the meetings of each committee on which such director served.

MasTec separates the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for determining the strategic direction for MasTec and the day-to-day leadership and performance of MasTec. The principal responsibility of the Chairman of the Board is to serve as chief administrative liaison between our directors and our management and to monitor implementation of the Board’s directives and actions.

MasTec does not have a policy requiring that our directors attend the Annual Meeting. All of the directors attended our 2022 Annual Meeting.

LEAD INDEPENDENT DIRECTOR

Robert J. Dwyer has been selected, by a majority vote of the independent directors, as the lead independent director to preside over all executive sessions of the independent directors. Mr. Dwyer will serve as lead independent director until his successor is duly qualified at the next annual meeting of the Board or until his earlier resignation or removal. In this role, Mr. Dwyer is responsible for facilitating communication between management and the Board. The independent directors meet separately in regularly scheduled executive sessions without management.

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RISK OVERSIGHT

The Board is involved in the oversight of risks that could affect MasTec. The committees of the Board are primarily responsible for the oversight of risk as follows: the Audit Committee has oversight over accounting and control risks, as well as risk assessment and risk management; the Compensation Committee has oversight to ensure that our compensation and incentive plans do not encourage or incentivize risk taking; the Nominating, Sustainability and Corporate Governance Committee oversees the independence of the Board, corporate ethics, sustainability and governance risk; and the Finance and Mergers and Acquisitions Committee has oversight over financial policies, acquisition strategy and financial strategy. However, the full Board has retained responsibility for enterprise-wide risks and for the general oversight of risks including cyber-related risks. The Board satisfies this responsibility by receiving reports from the committee chairs, as well as regular reports received directly from officers of MasTec who are responsible for overseeing and monitoring risks. Risk related to our compensation policies is described in the “Risk Considerations in Our Compensation Programs” section on page 42 of this Proxy Statement.

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BOARD AND COMMITTEE MEMBERSHIP

Set forth below is certain information on our Directors and Director Nominees, each of whom is a current director.

Class I Directors:

		Ernst N. Csiszar
		Age: 72 \| Director since: 2005 \| Independent: Yes \| Gender: Male \| Race/Ethnicity: White Mr. Csiszar is currently a private investor and serves on the Board of Directors of American Integrity Insurance Company, a property and casualty insurance company. From September 2004 until his retirement in September 2006, Mr. Csiszar was the President and Chief Executive Officer of the Property Casualty Insurers Association of America, the property and casualty insurance industry’s principal trade association. Mr. Csiszar was the Director of Insurance for the State of South Carolina from February 1998 to August 2004 and served as President of the National Association of Insurance Commissioners in 2004. Mr. Csiszar also served as the President and Chief Executive Officer of Seibels Bruce Group, Inc., a property and casualty insurance company, from 1995 to 1998. He was also a visiting professor at the School of Business at the University of South Carolina and served as Managing Co-director of Holborn Holdings Corporation, a European investment banking firm. Mr. Csiszar is considered an “audit committee financial expert” under the applicable SEC rules. Committees: Audit; Chair of Compensation Board Skills and Qualifications: Mr. Csiszar brings to our Board his extensive experience in insurance and risk management, executive leadership and his advisory experience in financial matters.
		Julia L. Johnson
		Age: 60 \| Director since: 2002 \| Independent: Yes \| Gender: Female \| Race/Ethnicity: Black Since January 2001, Ms. Johnson has been the President of Net Communications, LLC, a regulatory analysis and public policy consulting firm that specializes in the communications, energy, and information technology public policy arenas. Ms. Johnson served on the Florida Public Service Commission from January 1992 until November 1999 and served as chairwoman from January 1997 to January 1999. Ms. Johnson also chaired Florida’s Information Service Technology Development Task Force, which advised then Florida Governor Jeb Bush on information technology policy and related legislative issues, from November 1999 to July 2001. Ms. Johnson also serves on the Board of Directors of American Water Works Co., Inc. and formerly served on the Board of Directors of each of First Energy Corp. (NYSE: FE) and Northwestern Corporation (Nasdaq: NWE). Committees: Chair of Nominating, Sustainability and Corporate Governance; Executive; Finance and Mergers & Acquisitions; Audit Board Skills and Qualifications: Ms. Johnson brings to our Board extensive knowledge with respect to the regulatory process and policy development in several of our industries, many years of service on the boards of several other public companies and a deep understanding of corporate governance.

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Jorge Mas

Mr. Mas is Chairman of the Board and Co-Founder of MasTec, Inc. (NYSE: MTZ) and has been involved in all phases of the Company’s development since its creation in 1994. Mr. Mas is also the managing partner of a private equity group which manages a diverse portfolio of operating companies and investments. He has served on over a dozen corporate boards assisting in strategic growth strategies and corporate governance. Jorge Mas is Managing Owner of the Miami Major League Soccer franchise, Inter Miami CF. Mr. Mas is the Chairman of the Board of the Cuban American National Foundation (CANF) founded in 1981 and dedicated to the promotion of a free and democratic Cuba. Mr. Mas has been recognized as one of the 100 most influential Hispanics in the United States by Latino Leaders Magazine. He is the past recipient of the Simon Wiesenthal Center National Community Service Award for his contribution toward freedom and received the Bravura Award for his defense of free speech. Mr. Mas graduated from the University of Miami with a bachelor’s degree in Business Administration in 1984 and a Master’s in Business Administration in 1985.

Committees: Chair of Executive

Board Skills and Qualifications:

Mr. Mas brings to our Board executive and management leadership experience, strategy, vision, considerable knowledge and understanding of our operations, challenges and opportunities, and markets, and a unique historical perspective as our longest serving Board member and having served in many capacities (including Chief Executive Officer) in his more than 30 years with us.

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Class II Directors:

		Jose R. Mas
		Age: 51 \| Director since: 2001 \| Independent: No \| Gender: Male \| Race/Ethnicity: Hispanic Mr. Mas has been our Chief Executive Officer, referred to as the CEO, since April 2007 and has been a member of our Board since August 2001. From April 2007 to January 2010, Mr. Mas was also our President. Mr. Mas served as MasTec’s Vice Chairman of the Board and Executive Vice President—Business Development from August 2001 until March 2007. Mr. Mas started with MasTec in 1992, and from 1999 until 2001 he was head of MasTec’s Communications Service Operation. Mr. Mas is the brother of Jorge Mas, our Chairman of the Board. Mr. Mas is a member of the Board of Directors of Helmerich & Payne, Inc. Board Skills and Qualifications: Mr. Mas brings to our Board executive leadership and vision, considerable knowledge of, and a unique perspective on, our business, strategy, development, opportunities, operations, people, competition and financial position.
		Javier Palomarez
		Age: 62 \| Director since: 2015 \| Independent: Yes \| Gender: Male \| Race/Ethnicity: Hispanic Mr. Palomarez is President and Chief Executive Officer of the United States Hispanic Business Council, an organization that advocates for Hispanic-American business builders, job creators and taxpayers, since September 15, 2021 and was the President and Chief Executive Officer of the United States Chamber of Commerce, a trade organization that promotes the interests of Hispanic owned businesses, from 2000 until February 2018. Mr. Palomarez has served on a variety of boards and advisory councils in both the public and private sectors, including the Comcast NBC Universal Diversity Advisory Council, the Goldman Sachs 10,000 Small Businesses Advisory Board, the International Republican Institute and the National 4-H Council Board of Trustees. Mr. Palomarez is a member of the Washington Economic Club and serves on the FCC Diversity Advisory Council. Prior to joining the USHCC, Mr. Palomarez served in various executive capacities with Allstate Insurance Corporation, Sprint, Inc. and Bank of America. Mr. Palomarez served on the Board of Directors of Forward Air, Inc. in 2017. Committees: Nominating, Sustainability and Corporate Governance and Compensation Board Skills and Qualifications: Mr. Palomarez brings to our Board significant experience in marketing, media relations, governmental and minority business affairs. In addition, he has significant knowledge of international affairs, particularly regarding Mexico and South America.

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Class III Directors:

		C. Robert Campbell
		Age: 78 \| Director since: 2016 \| Independent: Yes \| Gender: Male \| Race/Ethnicity: White Mr. Campbell has over 30 years of senior financial management experience. From October 2004 to December 2013, Mr. Campbell was MasTec’s Executive Vice President and Chief Financial Officer. From 2002 to 2004, he was Executive Vice President and CFO for TIMCO Aviation Services, Inc. From 1998 to 2000, Mr. Campbell was the President and CEO of BAX Global, Inc. and from 1995 to 1998 Executive Vice President-Finance and CFO for Advantica Restaurant Group, Inc. From 1974 until 1995 Mr. Campbell held various senior management positions with Ryder System, Inc., including as Executive Vice President, Human Resources and Administration and for 10 years as Executive Vice President and CFO of its Vehicle Leasing and Services Division. Mr. Campbell, who is a Certified Public Accountant (inactive), has a Bachelor of Science degree in Industrial Relations from the University of North Carolina, an MBA from Columbia University and a Master of Science in Accounting from Florida International University. Mr. Campbell currently serves as Director for Forward Air Corporation (Nasdaq: FWRD), and he previously served as its Lead Director, Audit Committee Chairman and Compensation Committee Chairman. Mr. Campbell previously served as Lead Director and Vice-Chairman of the Board of Directors of the Pernix Group, Inc. where he served as its Audit Committee Chairman and was a member of its Compensation Committee. Committees: Chair of Audit; Finance and Mergers & Acquisitions Board Skills and Qualifications: Mr. Campbell brings to our Board his impressive experience in accounting, finance and executive leadership. In addition, Mr. Campbell brings unique knowledge of MasTec, our operations and our financial history and constituents.
		Robert J. Dwyer
		Age: 79 \| Director since: 2004 \| Independent: Yes \| Gender: Male \| Race/Ethnicity: White Mr. Dwyer retired in 1999 and is currently a private investor. Prior to 1999, Mr. Dwyer spent 17 years with Morgan Stanley and Dean Witter Reynolds in various executive positions. He currently serves as a director of Bimini Capital Management, Inc. and formerly served as a director of BNY/Ivy Multi-Strategy Hedge Fund, LLC. Mr. Dwyer has numerous charitable and civic interests and has served on boards of several public and private companies. Committees: Chair of Finance and Mergers & Acquisitions; Audit; Compensation; Nominating, Sustainability and Corporate Governance; Executive Board Skills and Qualifications: Mr. Dwyer brings to our Board his executive leadership and management experience, many years of service on the boards of several other public and private companies and extensive experience with respect to corporate capital structures and capital markets, strategic planning, corporate finance and mergers and acquisitions, and is considered an “audit committee financial expert” under applicable SEC rules.

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Ava L. Parker

Age: 60 | Director since: 2022 | Independent: Yes | Gender: Female | Race/Ethnicity: Black

Ms. Parker currently serves as the President of Palm Beach State College in Palm Beach County and as a member of the Board of Directors of the American Association of Community Colleges. Prior to joining Palm Beach State College, Ms. Parker was Executive Vice President and Chief Operating Officer at Florida Polytechnic University from 2012 to 2015, served on the Board of Governors for the State University System from 2002 to 2012, where she served as chairwoman from 2010 to 2012, and was a partner with law firm Lawrence & Parker in Jacksonville, Florida from 2001 to 2015, where she practiced in public finance representing municipal agencies and financial institutions in bond transactions. Ms. Parker also sits on the Board of Directors of Orchid Island Capital, Inc. (NYSE: ORC), a publicly traded specialty finance company, the Business Development Board of Palm Beach County and the Economic Council of Palm Beach County. Ms. Parker also served as the inaugural Executive Director of the Emerging Issues Policy Forum, a regulatory think tank and research organization focusing on emerging trends and issues in the regulated utility industry. Ms. Parker earned her B.A. and J.D. degrees from the University of Florida.

Committees: Nominating, Sustainability and Corporate Governance

Board Skills and Qualifications:

Ms. Parker brings to our Board her executive leadership, finance and energy experience. Ms. Parker is also very engaged with work force development issues and training to address employment shortages and demand.

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Board Tenure	Board Diversity	Board Gender

BOARD SKILLS AND QUALIFICATIONS	Ernst N. Csiszar	Julia L. Johnson	Jorge Mas	Jose R. Mas	Javier Palomarez	C. Robert Campbell	Robert J. Dwyer	Ava L. Parker
Accounting	X		X	X	X	X	X
Relevant Industry Knowledge		X	X	X	X	X	X	X
Compensation	X		X	X	X	X	X	X
Board Governance		X	X	X	X	X	X	X
Legal/Regulatory/Compliance	X	X	X	X	X	X		X
M&A/Corporate Finance	X	X	X	X		X	X
Risk Management	X		X	X		X	X
Safety & Health			X	X		X
International	X		X	X	X	X
Executive Leadership	X	X	X	X	X	X	X	X

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Committee Membership	Executive	Finance and M&A	Audit	Compensation	Nominating, Sustainability and Corporate Governance
Ernst N. Csiszar			Member	Chair
Julia L. Johnson	Member	Member	Member		Chair
Jorge Mas	Chair
Jose R. Mas
Javier Palomarez				Member	Member
C. Robert Campbell		Member	Chair
Robert J. Dwyer	Member	Chair	Member	Member	Member
Ava L. Parker					Member

		Executive Committee
		*2022 Meetings:* None \| *Chair:* Jorge Mas *Members:* Julia L. Johnson, Robert J. Dwyer The principal function of the Executive Committee is to act for the Board when action is required between meetings of the full Board, subject to certain limitations specified by the Board and applicable law. The Board, in the exercise of its reasonable business judgment, has determined that each member of the Executive Committee, other than Mr. Mas, is independent under applicable NYSE and SEC rules and regulations.
		Finance and Mergers & Acquisitions Committee
		*2022 Meetings:* 1 \| *Chair:* Robert J. Dwyer *Members:* Julia L. Johnson, C. Robert Campbell The Finance and Mergers and Acquisitions Committee is charged with fulfilling the Board’s responsibilities, within certain guidelines established by the Board, relating to the evaluation of MasTec’s financing, merger, acquisition and disposition activities. The Board, in the exercise of its reasonable business judgment, has determined all of the members are independent under applicable NYSE and SEC rules and regulations.

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		Audit Committee
		*2022 Meetings:* 9 \| *Chair:* C. Robert Campbell *Members:* Robert J. Dwyer, Ernst N. Csiszar, Julia L. Johnson The Board, in the exercise of its reasonable business judgment, has determined that (i) C. Robert Campbell, Robert J. Dwyer and Ernst N. Csiszar each qualifies as an “audit committee financial expert,” (ii) each member of the Audit Committee is financially literate and (iii) each member of the Audit Committee is independent for audit committee purposes under applicable NYSE and SEC rules and regulations and internal controls. The Audit Committee assists the Board in overseeing MasTec’s financial reporting and legal and regulatory compliance program and the qualifications and independence of MasTec’s independent registered public accounting firm. The Audit Committee is also responsible for approving all audit and non-audit services provided by our independent registered public accounting firm, including the scope of such services and fees paid to our independent registered public accounting firm. The Board has adopted a charter that sets forth the responsibilities of the Audit Committee. Please refer to the section entitled “Audit Committee and Audit Related Information” for further information regarding the Audit Committee.
		Compensation Committee
		*2022 Meetings:* 4 \| Chair:* Ernst N. Csiszar* *Members:* Robert J. Dwyer, Javier Palomarez The Compensation Committee is charged with discharging the Board’s responsibilities relating to compensation and evaluation of MasTec’s executive officers, including establishing compensation policies and philosophies for MasTec and its executive officers. The Compensation Committee is also charged with reviewing and approving corporate goals and objectives relevant to the CEO’s compensation, as well as overseeing MasTec’s incentive compensation plans and equity-based plans that are subject to Board approval, including overseeing the review of risk resulting from incentive compensation policies. The Compensation Committee has the power to create subcommittees with such powers as the Compensation Committee may from time to time confer to such subcommittees. The Board, in the exercise of its reasonable business judgment, has determined that all members are independent under applicable NYSE and SEC rules and regulations. The Board has adopted a charter that sets forth the responsibilities of the Compensation Committee. For a description of the role performed by executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis.”

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Nominating, Sustainability and
Corporate Governance Committee

2022 Meetings: 4 | Chair: Julia L. Johnson

Members: Javier Palomarez, Robert J. Dwyer, Ava L. Parker

The Nominating, Sustainability and Corporate Governance Committee is charged with oversight of ESG matters and initiatives in addition to its nominating and governance duties. The Board, in the exercise of its reasonable business judgment, has determined all the members on the Nominating, Sustainability and Corporate Governance Committee are independent under applicable NYSE and SEC rules and regulations. The Nominating, Sustainability and Corporate Governance Committee is responsible for developing qualifications for members of the Board, recommending to the Board candidates for election to the Board and evaluating the effectiveness and performance of the Board. The Nominating, Sustainability and Corporate Governance Committee also develops and monitors MasTec’s Governance Principles and its code of business conduct and ethics; monitors and safeguards the Board’s independence; and annually undertakes performance evaluations of the Board committees and the full Board. The Board has adopted a charter that sets forth the responsibilities of the Nominating, Sustainability and Corporate Governance Committee.

The Nominating, Sustainability and Corporate Governance Committee has no specific minimum qualifications for director candidates. In general, however, persons considered for membership on the Board must have demonstrated leadership capabilities, be of sound mind and high moral character and be willing and able to commit the necessary time for Board and committee service. In light of the importance of Board composition for effective oversight, the Nominating, Sustainability and Corporate Governance Committee strives to maintain an appropriate balance of tenure, diversity, skills and experience on the Company’s Board. The Committee has instituted a policy that the initial pool of candidates for any new board position include women and minorities. In evaluating potential candidates for service on the Board, the Nominating, Sustainability and Corporate Governance Committee will consider the candidate’s ability to satisfy the NYSE’s and SEC’s independence requirements and the candidate’s ability to contribute to the effective oversight and management of MasTec. The Board has determined that the Board must have the right diversity, mix of characteristics, skills and other qualities identified from time to time by the Board as being important in fostering a diverse and inclusive culture, for the optimal functioning of the Board in its oversight of MasTec, and such other factors as the Nominating, Sustainability and Corporate Governance Committee may, in its discretion, deem important to successful service as a director.

The Nominating, Sustainability and Corporate Governance Committee will consider candidates recommended by MasTec shareholders pursuant to written applications submitted to the Nominating, Sustainability and Corporate Governance Committee, c/o Corporate Secretary, MasTec, Inc., 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134. The information required to be included in any such recommendation is set forth in our bylaws, and the general qualifications and specific qualities and skills established by the committee for directors are included in the charter of the Nominating, Sustainability and Corporate Governance Committee and our Governance Principles. No nominee recommendations were received by the Nominating, Sustainability and Corporate Governance Committee from any shareholder or group of shareholders who beneficially own more than five percent of our common stock for the previous year’s Annual Meeting of Shareholders.

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COMPENSATION OF DIRECTORS

2022 Director Compensation

In May 2022, the Compensation Committee directed its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”) (see the “Role of Compensation Consultant” section on page 37 regarding the Compensation Committee’s retention of Meridian), to conduct a competitive review of MasTec’s independent director compensation program. Meridian’s review assessed our independent director compensation program against peer group practices (Meridian used the same peer group to assess our Named Executive Officers’ compensation that is described below under the caption “Role of Peer Companies and Benchmarking”).

Based upon the results of the competitive review, the annual retainer was increased from $255,200 to $290,000, paid on a quarterly basis.

A minimum of 55% of the compensation must be taken in the form of common stock to be issued under the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, which we refer to as the 2013 ICP, but directors may elect to take a greater portion of the quarterly fee in common stock and committee chairpersons may elect to take all or a portion of their annual retainers in the form of common stock. The former minimum was 50%. Shares will be valued at the last sale price of the common stock on the NYSE at the close of trading on the applicable quarterly payment date. Directors must make an initial election during an open trading window under MasTec’s insider trading policy and can change such election during an open trading window. The remainder of the retainer, if any, will be paid in the form of cash. No changes were made to the Committee Chair annual retainers.

Since January 1, 2020, our independent director compensation policy provides that independent directors must own, at the end of each calendar quarter, a minimum of $500,000 in Company common stock valued based on the average closing price of the Company’s common stock on the NYSE during the 30 trading days preceding such quarter-end. Independent directors have five years to meet the requirement and new independent directors have a five-year exception period to meet such requirement. No independent director serving more than five years as of 2022 owned less than $985,306 in Company common stock as of December 31, 2022. See the “Stock Ownership and Retention Guidelines” section on page 42 for more information on our stock ownership and retention guidelines.

Independent Director Compensation is summarized in the following table:

Compensation Component	Director Compensation before July 2022	Director Compensation after July 2022
Annual Board Retainer	$255,200	$290,000
Lead Independent Director	$30,000	$30,000
Audit Committee Chair	$20,000	$20,000
Compensation Committee Chair	$15,000	$15,000
Nominating, Sustainability and Corporate Governance Committee Chair	$15,000	$15,000
Finance and Mergers & Acquisitions Committee Chair	$5,000	$5,000
Stock Ownership Requirement	$500,000	$500,000

Jorge Mas Compensation

Jorge Mas has been an employee of MasTec (or its predecessor) since 1979 and Chairman of our Board since 1998. In addition, Mr. Mas previously served as Chief Executive Officer of MasTec, during which time, he had day-to-day policy making responsibilities. Despite relinquishing the CEO position, Mr. Mas, through his continuous service as our chairman, his in-depth knowledge of our industry and our Company, his relationships with governmental leaders who are critical to our business, as well as the special relationship he has to MasTec as a member of its founding family and as a significant shareholder, fulfills a vital role for the Company.

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Although Jorge Mas does not have a policy making role, his involvement in MasTec’s management goes far beyond that of a director. His day-to-day role involves substantial consultation and collaboration with our CEO, Jose R. Mas, as well as other members of senior management. Jorge Mas provides constant and significant real-time assistance to our CEO and management team with respect to critical and sensitive strategic and other fundamental business issues such as government relations, mergers and acquisitions and financing. His commitment, both in time and substance, far exceeds that which would be contributed by a director. In addition, Mr. Mas’s breadth of industry knowledge and long tenured experience with the Company enable him to provide invaluable advice and counsel to our CEO and other members of management. Given this active role and Mr. Jorge Mas’s relationship to our CEO, beginning in 2017, the Board directed the Compensation Committee, made up entirely of independent directors, to determine appropriate compensation for Mr. Mas. Mr. Mas does not receive any compensation for his status as our Chairman of the Board.

For 2022, pursuant to applicable recommendations and approvals of the Compensation Committee and the independent directors of the Board (including those serving on the Compensation Committee), Mr. Jorge Mas received the following compensation package for 2022:

	•	Increase of 3% to his $824,000 base salary to $850,000.
	•	The grant by the Compensation Committee on March 10, 2023, of a cash bonus of $900,000 and a grant of 43,701 shares of restricted stock with a market value of approximately $4,200,000.1
	•	Mr. Mas also received: (i) imputed income of $7,340 for life insurance policies on the lives of Mr. and Mrs. Jorge Mas that are owned by MasTec and are subject to a split dollar arrangement, (ii) medical insurance benefits of $12,001, (iii) Executive Supplemental Long-Term Disability benefits of $7,656, (iv) auto lease of $26,843 and (v) $25 of employee anniversary and holiday gift cards. See the “Certain Relationships and Related Transactions” section on page 62 for a description of the split-dollar agreement that MasTec entered into with Mr. Jorge Mas.

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¹	The grant date value of the restricted stock award, which vests three years after the grant date, is based on the closing market price of $96.02 for a share of our common stock on March 10, 2023.

Deferred Fee Plan

Under the terms of the MasTec, Inc. Deferred Fee Plan for Directors, as amended, or the Deferred Fee Plan, directors may elect to defer the receipt of cash and stock fees for their services as directors. Each director may elect the type and percentage of fees to be deferred. Deferred cash fees may be directed to a deferred cash account or a deferred stock account (or both). Deferred stock fees may only be directed to a deferred stock account. Elections to defer fees remain in force unless amended or revoked within the required time periods. The deferred cash account will be credited with interest on the cash balance at the end of each calendar quarter. The interest rate is equal to the rate of interest payable by us on our revolving credit facility, as determined as of the first day of each calendar quarter. The deferred stock account will be credited with stock dividends (or with cash dividends that are converted to deferred stock credits pursuant to the plan). Distribution of a director’s cash and stock accounts will begin on January 15 of the year following the directors’ termination of all services with us or, in the case of a change of control (as defined in the Deferred Fee Plan), in a lump sum as soon as practicable following such change of control. Distributions from the deferred cash account will be made in cash and distributions from the deferred stock account will be made in shares of MasTec’s common stock. Distributions will either be made in a lump-sum payment or in up to five consecutive installments as elected by the director.

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Director Compensation Table

The following table sets forth a summary of the compensation we paid to our directors for services rendered in 2022.

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	Total ($)
C. Robert Campbell	$135,476	$157,124	$292,600
Ernst N. Csiszar	$129,000	$158,600	$287,600
Robert J. Dwyer	$163,850	$143,750	$307,600
Julia L. Johnson	$140,126	$147,474	$287,600
Javier Palomarez	$128,850	$143,750	$272,600
Ava L. Parker	$97,000	$111,800	$208,800
Jorge Mas (3)	--	--	--

(1)	This column reports the amount of compensation earned for Board and committee service elected to be received in cash.
(2)	This column represents the amount of compensation earned for Board and committee service elected to be received in stock. Amounts shown in this column represent the fair value of the awards as of date of issuance computed in accordance with FASB ASC Topic 718. Each restricted stock award was valued at the closing market price of our common stock on the date of grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 9 in our Consolidated Financial Statements, which are contained in our Form 10-K for the year ended December 31, 2022.
(3)	Mr. Mas’ compensation related to his contributions as an employee of MasTec are detailed above. Mr. Mas did not receive any compensation for his role as our Chairman in 2022.

As of December 31, 2022, there were no outstanding stock option awards or unvested stock awards for any independent director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2022, none of our then-serving executive officers or directors was a member of the board of directors, compensation committee or other board committee performing equivalent functions of any other company where the relationship would be considered a compensation committee interlock under SEC rules.

COMMUNICATIONS WITH DIRECTORS

Interested parties who want to communicate with the Board as a whole, the lead independent director or any individual Board member should mark their communications as “Communication to the MasTec, Inc. Board of Directors,” address them to the Board, the lead independent director or a Board member, as the case may be, and direct them to MasTec’s Vice President of Investor Relations at MasTec, Inc., 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, or by email to marc.lewis@mastec.com. Communications to the non-management members of the Board should be marked clearly as such and should be directed to MasTec’s “Board Designee” and mailed or emailed to the foregoing addresses. The Vice President of Investor Relations will forward all such communications directly to such Board members. Any such communications may be made on an anonymous and confidential basis.

Copies of our current Audit Committee, Compensation Committee and Nominating, Sustainability and Corporate Governance Committee charters, as well as our Governance Principles, are available on MasTec’s website located at www.mastec.com and are available in paper copy to any shareholder who requests them at MasTec, Inc., Legal Department, 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134. Our Internet website and the information contained therein or connected thereto are not incorporated into this Proxy Statement.

CODE OF BUSINESS CONDUCT AND ETHICS

MasTec has adopted a code of business conduct and ethics, called the Code of Business Conduct and Ethics, that applies to all our directors, officers and employees and includes additional criteria that are applicable to our CEO and senior financial officers. The full text of the Code of Business Conduct and Ethics is available in the Investor section of MasTec’s website at www.mastec.com under the tab “Corporate Governance” and is available in paper copy without charge to any shareholder

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who requests it. We intend to provide amendments or waivers to our Code of Business Conduct and Ethics for any of our directors and senior officers on our website within four business days after such amendment or waiver. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.

MasTec has also adopted anti-hedging and anti-pledging policies, which are further described on page 43.

Proposal No. 1: Election of Directors

The Board has nominated Ernst N. Csiszar, Julia L. Johnson and Jorge Mas to stand for election as Class I Directors to hold office until the 2026 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The Class I director nominees are incumbent directors.

The Board is composed of eight directors elected in three classes, with three Class I Directors, two Class II Directors and three Class III Directors. Except as otherwise provided under our Amended and Restated Bylaws and the Florida Business Corporation Act, directors in each class hold office for three-year terms. The terms of the classes are staggered so that the term of only one class terminates each year. The terms of the current Class I Directors expire at the Annual Meeting, the terms of the Class II Directors expire at the 2024 Annual Meeting of Shareholders and the terms of the Class III Directors expire at the 2025 Annual Meeting of Shareholders. If elected, the nominees for Class I Directors will serve until the 2026 Annual Meeting of Shareholders. Additional background information regarding the nominees for election is provided in the “Board and Committee Membership” section beginning on page 17. MasTec has no reason to believe that any of these nominees will refuse or be unable to serve as a director if elected; however, if any of the nominees refuses or is unable to serve, each proxy that does not direct otherwise will be voted for a substitute nominee designated by the Board.

The Board recommends that you vote “FOR” the election of each of the nominees named above. Unless otherwise indicated, all proxies will be voted “FOR” the election of each of the nominees named above for election as a Class I Director.

Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee has selected and appointed the firm of BDO USA, LLP to act as our independent registered public accounting firm for the 2023 fiscal year. BDO USA, LLP was our independent registered public accounting firm for the fiscal year ended December 31, 2022. Although ratification is not required by our bylaws or otherwise, the Board is submitting the appointment of BDO USA, LLP to our shareholders for ratification as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will re-evaluate its appointment, taking into consideration our shareholders’ vote. However, the Audit Committee is solely responsible for the appointment and termination of our auditors and may do so at any time in its discretion.

Proxies will be voted “for” ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year absent contrary instructions.

The Board Recommends that You Vote “FOR” ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2023 fiscal year.

2023 REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of MasTec’s filings under the Securities Act or the Exchange Act except to the extent that we specifically incorporate such report by reference.

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We act under a written charter that has been adopted by MasTec’s Board. While we have the responsibilities set forth in this charter, it is not our duty to plan or conduct audits or to determine that MasTec’s consolidated financial statements are complete, accurate or in compliance with generally accepted accounting principles. This is the responsibility of MasTec’s management and independent registered public accounting firm.

Our primary function is to assist the Board in its evaluation and oversight of the integrity of MasTec’s financial statements and internal control over financial reporting, the qualifications and independence of MasTec’s independent registered public accounting firm and the performance of MasTec’s audit functions. In addition, while we are also responsible for assisting the Board in its evaluation and oversight of MasTec’s compliance with applicable laws and regulations, it is not our duty to assure compliance with such laws and regulations and related policies. We are also responsible for reviewing and discussing MasTec’s guidelines, policies and processes with respect to risk assessment and risk management and we advise the Board with respect to such matters, as appropriate. We are responsible for retaining MasTec’s independent registered public accounting firm and maintain sole responsibility for its compensation, oversight and termination. We are also responsible for pre-approving all non-audit services to be provided by the independent registered public accounting firm, and on an annual basis discussing with the independent registered public accounting firm all significant relationships it has with MasTec to determine its independence. The Audit Committee also oversees the internal audit function of MasTec.

The agenda of the Audit Committee is established by the Chairman of the Audit Committee. At its meetings, the Audit Committee generally met with senior members of the financial management team. Members of the Audit Committee had private executive sessions, as appropriate, at its meetings, with MasTec’s independent registered public accounting firm for the purpose of discussing financial management, accounting and internal control issues, including those matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and the rules of the NYSE. The Audit Committee also has executive sessions with the director of internal audit.

The Audit Committee also received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee reviewed and discussed with the independent registered public accounting firm its independence from MasTec. In connection with discussions regarding independence, the Audit Committee also reviewed with the independent registered public accounting firm whether the provision of non-audit services by the independent registered public accounting firm to MasTec is compatible with the auditors’ independence.

The Audit Committee reviewed the audited financial statements contained in MasTec’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, with MasTec’s management, including a discussion of the accounting principles, the reasonableness of judgments and estimates, the clarity of disclosure in the consolidated financial statements and the conformity of the consolidated financial statements of MasTec with generally accepted accounting principles. In performing its functions, the Audit Committee acts in an oversight capacity. The Audit Committee relies on the work and assurances of MasTec’s management, which has the primary responsibility for the financial statements and reports, and of the independent registered public accounting firm, which, in its report, expressed an opinion on the conformity of our annual financial statements with generally accepted accounting principles. In reliance on these reviews and discussions, and the report of the independent registered public accounting firm, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in MasTec’s Annual Report on Form 10-K for the year ended December 31, 2022.


	C. Robert Campbell, Chair
	Ernst N. Csiszar
	Robert J. Dwyer
	Julia L. Johnson

Independent Registered Public Accounting Firm

Our Audit Committee engaged BDO USA, LLP to serve as our independent registered public accounting firm for the 2022 fiscal year. A representative from BDO USA, LLP is expected to attend the Annual Meeting and will have the opportunity to make a statement and answer appropriate questions.

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AUDIT AND NON-AUDIT FEES

Category	2021	2022
Audit Fees	$3,067,300	$4,450,000
Audit-Related Fees	$71,850	$468,850
Tax Fees	$0	$0
All Other Fees	$0	$0
Total	$3,139,150	$4,918,850

Audit Fees

Fees for services rendered by our independent registered public accounting firm, BDO USA, LLP, for professional services, audits of our annual financial statements, reviews of financial statements included in quarterly reports on Form 10-Q, registration statements and out of pocket expenses.

Audit-Related Fees

Fees for audit related services, which are services that are reasonably related to the performance of the annual audit or to the review of quarterly financial statements, performed by BDO USA, LLP.

Fees for services rendered by our independent registered public accounting firm, BDO USA, LLP, for audit related services included procedures performed for the 401(k) Retirement Plan.

PRE-APPROVAL POLICIES

The Audit Committee pre-approves all auditing services and the terms of such services (which may include providing comfort letters about securities underwritings) and non-audit services provided by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee reasonably determines that the non-audit services do not impair the independence of the independent registered public accounting firm. The authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The pre-approval requirement is waived with respect to the provision of non-audit services for MasTec if (i) the aggregate amount of all such non-audit services provided to MasTec constitutes not more than 5% of the total amount of revenues paid by MasTec to its independent registered public accounting firm during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee has considered and determined that the provision of the non-audit services described above is compatible with maintaining the auditor’s independence.

During 2021 and 2022, audit services, audit related services and all other services provided by BDO USA, LLP were pre-approved by the Audit Committee.

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Compensation Discussion and Analysis

A MESSAGE FROM OUR COMPENSATION COMMITTEE

We continue to be proud of our executive leadership. They have been instrumental in navigating the unprecedented changes of the past few years, integrating a large number of acquisitions with our existing portfolio and prudently making capital expenditures to add equipment and materials during a period affected by supply constraints and inflation. Despite this growth and investment, we have generated excellent cash flow and a strong balance sheet, while paying down acquisition related indebtedness. This has allowed us to achieve and maintain investment grade credit ratings from multiple rating agencies. Looking to the future, with the support of our Board, the executive team has led MasTec’s strategic investment program to execute a significant end-market transformation over the last two years to support the nation’s energy transition to sustainable renewable energy sources. By expanding our Communications, Clean Energy and Infrastructure and Power Delivery segments, MasTec has placed itself in the position to meet expected high customer demand growth for renewable power generation, power grid transmission and distribution and civil infrastructure over the next decade, as well as, to capitalize on the continued expected growth in telecommunications infrastructure and new green pipeline services.

In late 2020, a year in which we generated $6.3 billion in revenue, our executive team set a long-term goal of $10 billion in revenue. While ambitious at the time, as of the end of 2022, a little more than 24 months later, our annual revenue run rate was approximately $12 billion, including our transformative 2021 and 2022 acquisitions. Our guidance for 2023 now approximates $13.0 billion in annual revenue. Importantly, we are working to integrate our recently expanded operations and capacity with our existing operations to allow us to take full advantage of growth opportunities across multiple end markets in 2023 and beyond.

We completed 2022 with record revenue approaching $10 billion, net income of $33.9 million and adjusted EBITDA* of $780.6 million. During 2022, we focused on substantially completing integration of the 14 acquisitions that we executed during 2021 and, in 2022, we successfully completed five acquisitions, including the October acquisition of Infrastructure and Energy Alternatives, Inc. (“IEA”), one of the largest utility-scale renewable energy infrastructure solutions providers in North America. This strategic acquisition significantly expands our Clean Energy & Infrastructure service capabilities and customer base. IEA adds over $2 billion in revenue and approximately 5,000 team members in a tight market for skilled labor, significantly expanding the scale, expertise and capacity of our renewable power construction and maintenance service offerings.

We are fortunate to have a long-serving senior leadership team guiding our Company in the continuing challenging, complex and constantly changing business environment. We believe that our executive compensation program plays a critical role in retaining our leadership team members, rewarding them for achieving long-term improvement in our operating results and positioning us to take advantage of changing markets and customer demand, aligning their interests with those of our shareholders and building long-term value for our shareholders and other stakeholders.

Our compensation program’s key objectives are to reward our executive team for its efforts and results, to retain our best performing and successful team members and to attract new talent that can help MasTec achieve its strategic and operating goals and increase the productivity, efficiency, quality and sustainability of our operations.

In this compensation discussion and analysis, we present information about the compensation paid to our NEOs for 2022: Jose R. Mas, our Chief Executive Officer (“CEO”), Robert Apple, our COO, George Pita, our former EVP and CFO, who retired effective March 31, 2023, and Alberto de Cardenas, our EVP, General Counsel and Secretary. We have provided information regarding how our executive compensation program works and the decisions made about pay, as well as how those decisions were made. We believe that it is a key job to communicate to our shareholders about our compensation program and to help you understand the rationale for our compensation decisions to support our executive compensation program and to contribute to MasTec’s success.

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We appreciate your inclusion of MasTec in your investment portfolio and your support for our Company as we continually strive to meet our customers’ demands and build long-term and sustainable value for our shareholders.

OUR EXECUTIVE OFFICERS

Name	Age	Position
Jose R. Mas	51	Chief Executive Officer (CEO) and Director
Robert Apple	73	Chief Operating Officer (COO)
George Pita	61	Former EVP and Chief Financial Officer (CFO) (1)
Paul DiMarco	44	EVP and Chief Financial Officer (CFO)
Alberto de Cardenas	54	EVP, General Counsel and Secretary

(1)

Mr. Pita retired from his positions effective March 31, 2023.

Biographical information for Mr. Jose R. Mas can be found in the section entitled “Class II Directors” beginning on page 19.

*Adjusted EBITDA is a non-GAAP financial measure. For a description of the rationale for our presentation of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, please see the disclosure under the caption “Non-U.S. GAAP Financial Measures” beginning on page 40 of our 2022 Annual Report on Form 10-K (“Form 10-K”) filed with the SEC on March 16, 2023 (the “Non-GAAP Reconciliations”).

Robert Apple

Age: 73 | COO

Mr. Apple has been our COO since December 2006. Previously, Mr. Apple served as group president for MasTec’s energy service operations since 2005. From 2001 to 2004, Mr. Apple was a senior vice president at DIRECTV®, where he was responsible for the installation and service network, warranty program, supply chain management and national dispatch support. From 1997 to 2001, Mr. Apple, while on assignment from Hughes Electronics/DIRECTV® Latin America to Telefonica S.A., served as Chief Operating Officer and Board member of Via Digital, a direct broadcast satellite company and Telefonica affiliate. From 1985 to 1996, Mr. Apple served in various capacities within the Hughes Electronics organization, including as Chief Executive Officer of Hughes Electronics-Spain, Vice President of Hughes Europe and as a program manager for a Hughes Electronics training and support systems group. Mr. Apple was a member of the Board of Directors of Domtar Corporation (NYSE: UFS), a provider of fiber-based products since October 2012. He served as its Chairman of the Board and Chair of the Nominating and Governance Committee. Mr. Apple, a graduate of the U.S. Naval Academy, was a lieutenant colonel in the U.S. Marine Corps., where he was a graduate of the Naval Fighter Weapons School (“Top Gun”) and part of the team that rolled out the F/A-18 strike fighter.

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		Paul DiMarco
		Age: 44 \| EVP and CFO Paul DiMarco joined MasTec in 2007 and has been our Chief Financial Officer since April 1, 2023 following the retirement of George Pita. In February of 2022 he was appointed Chief Financial Officer of MasTec’s Power Delivery Segment, to work with operational leadership on the integration of 2021 acquisitions that brought over $2 billion of incremental revenue to the segment. Mr. DiMarco also served as Treasurer of MasTec since 2011. Prior to joining MasTec, Mr. DiMarco held various positions with Burger King Restaurant Services and Coca-Cola Enterprises. Mr. DiMarco earned his Bachelor of Science in Industrial Engineering from the University of Florida and his Master of Business Administration from Duke University. Mr. DiMarco also serves or has served in various charitable and other capacities, including for The United Way of Miami Dade Tocqueville Society, leading MasTec’s annual corporate giving campaign, and for the University of Miami’s Center for Autism and Related Disabilities.
		Alberto de Cardenas
		Age: 54 \| EVP, General Counsel and Secretary Mr. de Cardenas has been our EVP, General Counsel and Secretary responsible for all of MasTec’s corporate and operational legal matters and corporate secretary matters since November 2005. From March 2003 to November 2005, Mr. de Cardenas was Senior Vice President and General Counsel and from January 2003 through March 2003, Mr. de Cardenas was Vice President and Corporate General Counsel of Perry Ellis International, Inc. From September 1996 through December 2002, Mr. de Cardenas was a corporate and securities attorney at Broad and Cassel. From September 1990 to July 1993, Mr. de Cardenas was an accountant at Deloitte & Touche LLP. Mr. de Cardenas earned his bachelor’s in Accounting from the University of Florida, his Master’s of Science in taxation from Florida International University and his law degree from The George Washington University Law School. Mr. de Cardenas serves as a board member of the United Way of Miami-Dade County, Easter Seals of South Florida and the Orange Bowl Committee.

OUR GENERAL PHILOSOPHY REGARDING EXECUTIVE PAY

MasTec’s objectives for its executive compensation program are to attract, motivate and retain a talented, entrepreneurial and innovative team of executive officers who will provide leadership for MasTec’s success in dynamic and highly competitive markets. MasTec seeks to accomplish these objectives in a way that rewards both company and individual performance and aligns our executives’ interests with our shareholders’ long-term interests.

The compensation for each NEO consists of two primary elements: base salary and annual performance bonus, the latter of which is paid partially in restricted stock. Base salaries provide a fixed level of compensation necessary to attract and retain our executive officers. However, the greatest portion of their compensation (an average of 86% for 2022) is in the form of at-risk variable annual performance bonuses.

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Our annual performance bonus, which is paid partially in cash and partially in time-vested restricted stock, encourages retention, incentivizes achievement of key operating results and long-term strategic goals and rewards the creation of long-term shareholder value.

When we set compensation amounts and select compensation components for our executive management, we strive to reward the achievement of both short-term and long-term results that promote earnings growth and stock appreciation. Our primary measure is Adjusted EBITDA. Other primary measures include three-year revenue growth, three-year earnings per share (“EPS”) growth and return on invested capital (“ROIC”)¹. Overall, we intend that our compensation philosophy provides market-competitive base pay levels with meaningful incentive opportunities to promote strong performance. This compensation philosophy extends to all levels of our management.

We do not have specific policies for allocating between long-term and short-term compensation or between cash and non-cash compensation; however, the Compensation Committee considers the achievement of long-term goals in its compensation decisions and, by awarding the majority of incentive compensation in the form of three-year cliff vesting restricted stock, links at least 50% of incentive compensation to achievement of long-term shareholder value. The Compensation Committee maintains a balance of performance-based and retention-oriented pay for each NEO considering market data on the mix of pay but also using discretion in making its decisions. The below illustrations show the balance between fixed and performance-based compensation for the CEO and the other NEOs.

These elements are designed to reward corporate and individual performance in a simple and straightforward manner through future appreciation in the value of MasTec’s stock. We believe that this emphasis on long-term value also contributes to the sustainability of our business. MasTec’s executive compensation program is also intended to promote and retain stability within the executive team.

Each NEO is a member of MasTec’s executive team. To that end, our NEOs, as well as other executives, are expected to contribute to MasTec’s overall success rather than focus solely on specific objectives within each executive’s area of responsibility. Given this team-based approach, MasTec considers relative compensation levels among all executive team members to ensure that our compensation programs are applied consistently and equitably. Executives who underperform are either removed from the executive team with their compensation adjusted accordingly or dismissed.

The following charts summarize the mix among base salary, short term incentive pay (cash bonuses), and long-term incentive pay (three-year cliff vesting restricted stock) for our NEOs for their 2022 performance:

CEO Compensation Mix	Other NEO Compensation Mix

_______________

¹ Revenue growth is the change in Revenue over a specific time period; EPS Growth is the change in Earnings per Share over a specific time period. Return on Invested Capital for a specific time period is net income divided by debt plus equity.

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2022 BUSINESS HIGHLIGHTS

In setting our executives’ compensation, we considered MasTec’s financial performance, including:

Record Revenue and Record 18-Month Backlog as of December 31, 2022

○

Revenue was up 23% to a record $9.8 billion, compared to $8.0 billion for 2021.

○

Strong balance sheet with favorable leverage metrics and ample liquidity despite vigorous acquisition activity and increased working capital usage related to expanded revenues.

○

Record 18-Month Backlog as of December 31, 2022 of $13 billion, a 31% increase over 2021.

○

Acquisition of IEA, which contributed $593 million of revenue in the 2022 fourth quarter.

○

Moody’s, S&P and Fitch have all maintained MasTec at investment grade.

○

Year-end stock price of $85.33, for a five-year average Total Shareholder Return of 11.8%.

BEST PRACTICES IN OUR PROGRAM

We maintain compensation programs and policies that serve the interests of shareholders and are consistent with best practices.

Best Practices

Practices we do not engage in

● Annual performance-based incentives paid partially in restricted stock.

● Three-year cliff vesting period for equity performance-based awards.

● Caps on annual bonuses.

● Modest perquisites.

● Stock ownership guidelines for our CEO, other NEOs and independent directors.

● Anti-hedging and anti-pledging policies. The Board has, however, granted exceptions to these policies for our Chairman and CEO with financing arrangements (for additional details, refer to Footnotes 3 and 4 of the “Security Ownership” section beginning on page 58).

● A clawback policy for incentive compensation.

● The Compensation Committee is composed solely of persons who qualify as independent directors under the listing standards of the NYSE.

● Use of independent compensation consultant to benchmark and analyze compensation metrics.

● No re-pricing of stock options

● No excise tax gross-up provisions in post-2016 employment agreements

● No single trigger change in control provisions in post-2016 employment agreements

● No defined benefit pension plan

ROLE OF COMPENSATION COMMITTEE

The Compensation Committee of our Board is responsible for assessing recommendations of pay and approving pay levels for our executive management.

The Compensation Committee targets NEO compensation levels with the following goals in mind:

●

Market-competitive base pay.

●

Short-term and long-term incentive grants that appropriately reward past performance and share value appreciation, create incentives for long-term growth in MasTec’s financial performance and shareholder value, as well as promote executive retention.

●

Levels of benefits and modest perquisites adequate to attract and retain talented and qualified executive officers.

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The Compensation Committee determines and approves all compensation for the CEO and the other NEOs. The Company compiles information for the Committee’s review. Then the Compensation Committee conducts an evaluation of each NEO to determine if changes in the officer’s compensation are appropriate based on the considerations described herein.

At the Compensation Committee’s request, the CEO provides input regarding the performance and appropriate compensation of the NEOs other than himself. The CEO does not participate in the Compensation Committee’s deliberations or decisions about his own compensation. The Compensation Committee gives considerable weight to the CEO’s evaluation of the other NEOs because of his direct and in-depth knowledge of each executive. The Compensation Committee reviews those recommendations for non-CEO executive compensation and then determines the compensation levels for all our NEOs, considering each executive officer’s role, performance, internal pay comparisons and available market data, as well as the Company’s overall performance. The Compensation Committee then recommends the compensation for our CEO to the independent members of the Board for their final approval. The Compensation Committee also administers our incentive compensation plans, including the 2013 ICP.

ROLE OF COMPENSATION CONSULTANT

The Compensation Committee retained Meridian as its independent compensation consultant. The Compensation Committee from time to time uses the services of Meridian to assist in benchmarking executive and director compensation. Other services provided by Meridian to the Compensation Committee included review of the compensation peer group, legislative and governance updates and assistance with proxy statement disclosure. Meridian did not assist MasTec in adjusting compensation levels and did not attend any meetings of the Compensation Committee.

Other than as described above and below, Meridian provided no other services to the Compensation Committee and provided no services to management during fiscal 2022. The Compensation Committee, considering all relevant factors, including those set forth in applicable SEC and NYSE rules, is not aware of any conflict of interest that has been raised by the work performed by Meridian.

ROLE OF PEER COMPANIES AND BENCHMARKING

The Compensation Committee was assisted by Meridian to construct a peer group appropriate for market comparisons of compensation for our NEOs and outside directors. Following the IEA acquisition and based on advice from Meridian, the Compensation Committee determined it was appropriate to update our peer group in 2022 to account for our significant growth and to improve comparability. Two previous peers were removed, and five new peers were added. The Compensation Committee used data derived from the previous peer group to evaluate the compensation of our NEOs and to help set 2022 compensation of the NEOs. Meridian provided the Compensation Committee with a competitive analysis of compensation for our NEOs relative to the peer group (the “Competitive Analysis”). Data from the new peer group was used in the fall of 2022 to inform 2023 pay decisions.

Based on revenues for the fiscal year ended 2021, MasTec was near the median of the peer group with respect to revenue size and, as it has in the past, the Compensation Committee focused on the median of the data in establishing the peer group used for market comparisons.

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New Peer Group	Previous Peer Group
Jacobs Solutions Inc.	Jacobs Solutions Inc.
AECOM	AECOM
Quanta Services, Inc	Quanta Services, Inc
EMCOR Group, Inc.	EMCOR Group, Inc.
KBR, Inc.	KBR, Inc.
Tutor Perini Corporation	Tutor Perini Corporation
Primoris Services Corporation	Primoris Services Corporation
Tetra Tech, Inc	Tetra Tech, Inc
Dycom Industries, Inc.	Dycom Industries, Inc.
Leidos Holdings, Inc	Comfort Systems USA, Inc.
Textron Inc	Granite Construction Incorporated
Fluor Corporation
WSP Global Inc.
SNC-Lavalin Group Inc.

The Compensation Committee reviewed information in the Competitive Analysis regarding peer median executive compensation, including both as to the mix of pay components (base salary, cash bonus and long-term incentives) and the amounts thereof, our executive compensation and our financial performance in comparison to the selected peers and considered that information, among other things, when it determined total compensation levels.

The Compensation Committee did not, however, set compensation components (or total target compensation) to meet specific market benchmark percentiles to avoid compensation unrelated to the value delivered by the NEOs or the performance of MasTec. At MasTec, annual incentive compensation awards are heavily based on prior year corporate and individual performance.

SAY ON PAY AND SHAREHOLDER OUTREACH

The 2022 non-binding shareholder say on pay vote was 94.5 percent. We engage with key shareholders to discuss and obtain feedback on our corporate governance, executive compensation and sustainability-related matters, as well as other issues important to our shareholders. Our stock ownership guidelines for our Named Executive Officers and our clawback policy also resulted from past shareholder outreach efforts. The Compensation Committee considered the results of the most recent Say On Pay vote as evidence of shareholder satisfaction with the Company’s executive compensation program and policies and therefore, made no changes to the program as a result of the vote.

COMPONENTS OF OUR EXECUTIVE COMPENSATION FOR 2022

The primary components of compensation paid to our NEOs are base salary and performance based annual bonuses paid partially in cash and partially in time-based restricted stock. Each element is described in more detail below.

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Decisions with respect to one element of compensation tend not to affect decisions regarding other elements.

Component	Objective	Type of Compensation
Fixed Pay	Our objective for base salary is to provide our NEOs a minimum, fixed level of cash compensation commensurate with their positions and qualifications. Base salary is designed to reward core competence in each NEOs role. We choose to pay base salary for talent attraction and retention. Salaries are set based on the performance of the NEO; market data adjusted for individual qualifications and job uniqueness.	Bi-weekly cash base salary. Salaries initially are negotiated and set forth in employment agreements with each NEO and thereafter reviewed annually. We have not entered into any new employment agreements with our NEOs since 2014, provided, that on April 1, 2023 we entered into an employment agreement with Paul DiMarco, our new CFO who will be a NEO for the fiscal year ending December 31, 2023.
At Risk Pay	An objective of our 2013 ICP is to reward NEOs for Company and individual performance during the prior year. The 2013 ICP is designed to reward NEOs for contributions as members of the executive team to MasTec’s overall success rather than specific objectives solely within NEOs area of responsibility.	We choose to pay this performance based annual incentive compensation in the form of both cash and restricted stock that vests over a three-year period. The amount of the annual incentive award is based on 2022 adjusted EBITDA performance and the growth over three years of Revenue and EPS, as well as ROIC. We may also consider other factors such as successful acquisition activity. We believe that paying a significant portion of annual incentive compensation in the form of three-year cliff vesting restricted stock incentivizes our management to build long-term shareholder value, aligns the interests of our management team with those of our shareholders and contributes to retention of our leadership team members. Executive officers eligible to receive an award under the 2013 ICP are selected by the Compensation Committee no later than 90 days following the start of each fiscal year, at which time the Compensation Committee also determines the maximum amount of the award opportunity.
Benefits	The objective of our benefits program is to provide our NEOs with a competitive benefits package.	Includes medical, dental, disability, life insurance and accidental death.
Retirement	The objective of our retirement benefits is to assist our employees with the accumulation of adequate financial assets for retirement.	Our executive officers may participate in the 401(k) and Deferred Compensation Plans. We make safe harbor matching contributions equal to 100% of the first 3% of compensation that each eligible participant elects to contribute to the 401(k) Plan in that year plus 50% of the amount of such participant’s contributions more than 3% but not more than 5% of such participant’s compensation. The matching contributions to the 401(k) Plan are paid 50% in cash and 50% in MasTec common stock. No Company matching contributions were made in 2022 to the Deferred Compensation Plan. Participants, including NEOs, may obtain distributions from the Deferred Compensation Plan only upon termination of employment or for elected in-service distributions. We also believe that our stock ownership guidelines contribute to our executives’ retirement planning and asset accumulation.

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ADDITIONAL COMPENSATION COMPONENTS:

Component

Description

Split Dollar Life Insurance

We cover Jorge Mas and Jose R. Mas under split dollar insurance policies. The objective is to provide protection to the Company by allowing Messrs. Mas’ and Mas’ beneficiaries to use the proceeds under these policies to pay estate taxes instead of using the proceeds from large stock dispositions that could be disruptive to the market price of MasTec’s common stock. In addition, the policies are an efficient method of providing compensation with a high perceived value to the recipients.

For more information, see the “Certain Relationships and Related Transactions” section beginning on page 62.

Perquisites

We provide a limited number of perquisites to our NEOs with the objective of attracting and retaining executive officers in a competitive marketplace. Perquisites are not designed to reward any particular executive behavior.

2022 PERFORMANCE AND COMPENSATION DECISIONS

In addition to our 2022 financial performance detailed above, our Compensation Committee reviewed and considered the Performance Measures on page 55 prior to their final decisions on 2022 compensation for our NEOs. For details of our peer group see page 37.

2023 and 2022 Base Salary

The Compensation Committee sets each NEO’s base salary based on a number of factors including the NEO’s core competency, position and qualifications as well as competitive market data derived for our peer group. Based on these factors, the Compensation Committee approved the following 2023 base salaries for NEOs

Executive	2022 Base Salary	2023 Base Salary
Jose R. Mas, CEO	$1,100,000	$1,250,000
Robert Apple, COO	$702,975	$750,000
George Pita, Former EVP and CFO (1)	$540,750	$540,750
Alberto de Cardenas, EVP, General Counsel and Secretary	$463,500	$495,000

(1)

Mr. Pita retired from his positions effective March 31, 2023.

2022 Incentive Compensation Awards

The objectives of the Company’s annual incentive program are:

●

To provide incentive compensation linked to Company and individual NEO performance;

●

To equally incentivize annual and long-term performance;

●

To attract and retain executives of outstanding ability;

●

To align the interests of the NEOs with the interests of the Company’s shareholders; and

●

To incentivize management to build long-term shareholder value by paying a majority of earned incentives in the form of restricted stock that vests over a period of years.

The Compensation Committee determined the size of each NEO’s annual incentive award by considering numerous financial factors, including MasTec’s operating performance and 2022 results in revenue, income from operations, adjusted EBITDA*, cash flow from operating activities and liquidity. The Committee also considered MasTec’s three-year Revenue and EPS growth, as well as ROIC. The successful integration of 14 companies acquired during 2021, as well as, the acquisition of five companies in 2022, including IEA, was a significant consideration. Early achievement of the long term goal to pass $10 billion in revenue was viewed as a major accomplishment. The Compensation Committee also considered our NEOs’ focus on safety, which led to a continued reduction in frequency of incidents compared to previous years and management of our financial position as reflected by our cash flow from operating activities, overall debt level and improved book leverage and considered the Competitive Analysis as described above.

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In establishing the annual incentive program for 2022, the Compensation Committee determined that annual incentive awards would not be payable unless the Company achieved a threshold of adjusted EBITDA of $680 million, which represents 72% of 2021 adjusted EBITDA. In addition, the combined incentive awards for all NEOs were capped at 5% of actual Adjusted EBITDA. See below table for details of the change to our maximum cap on NEO compensation. Adjusted EBITDA is generally calculated by taking MasTec’s consolidated net income, determined in accordance with generally accepted accounting principles, and adding back interest, depreciation, amortization and income taxes and adjusting for certain other items of income or expense, all as more detailed in the Non-GAAP Reconciliations. The Compensation Committee has determined Adjusted EBITDA to be a consistent measure of operating performance. The Compensation Committee also reviewed tally sheets totaling 2021 compensation for each of the NEOs to assist in determining 2022 incentive compensation These tally sheets identify and value each element of each NEO’s compensation, including base salary, cash and equity incentive awards and perquisites, and provide an aggregate sum for each NEO, as well as peer group public data (prepared by Meridian) for similar executive positions.

Year	Threshold (Minimum Adjusted EBITDA for payout)	Maximum Award Amount	Adjusted EBITDA	Maximum Payout as % of Adjusted EBITDA
2020	$632 million	$24.3 million for each NEO or $97.2 million total	$800 million	12%
2021	$610 million	$27.9 million for each NEO or $111.6 million total	$939 million	12%
2022	$680 million	$39 million total for all NEOs	$781 million	5%

Based on the foregoing considerations, the Compensation Committee approved awards of restricted stock and cash under the 2013 ICP, as set forth in the table below.

Executive	Cash ($)	Shares of Restricted Stock	Restricted Stock Value ($)*	Total ($)
Jose R. Mas, CEO	$1,500,000	72,902	$7,000,000	$8,500,000
Robert Apple, COO	$840,000	32,285	$3,100,000	$3,940,000
George Pita, Former EVP and CFO (1)	$660,000	26,036	$2,500,000	$3,160,000
Alberto de Cardenas, EVP, General Counsel and Secretary	$465,000	13,539	$1,300,000	$1,765,000

(1)	Mr. Pita retired from his positions effective March 31, 2023.

*The approximate values of the shares of restricted stock were calculated based on the closing price of MasTec’s Common Stock as reported on the NYSE on March 10, 2023 ($96.02), in accordance with the definition of “Fair Market Value” under the 2013 ICP.

The restricted stock will vest 100% on the third anniversary of the grant dates. Subject to certain limited exceptions, a NEO’s grant of restricted stock will be forfeited if the NEO terminates employment prior to such third anniversary. See the Summary Compensation Table for details.

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

We generally negotiate employment agreements with our NEOs. The objective of these arrangements is to secure qualified executive officers for leadership positions in our organization as well as to protect our business and intellectual property by restrictive covenants, including non-competition covenants, contained in the agreements. As of March 31, 2023, we had employment agreements with all our NEOs for their current positions. See “Employment and Other Agreements” below.

Our employment agreements provide for the payment of certain compensation and benefits in the event of a change in control of MasTec, as well as in the event of the termination of an executive’s employment. The amount payable varies depending upon the reason for the payment. Providing for payments upon a change in control helps preserve MasTec’s value by reducing any incentive for key executive officers to seek employment elsewhere if a change in control of MasTec is proposed or becomes likely. Moreover, on an ongoing basis, these arrangements help maintain the continuity of our management team, which we view as a driver of shareholder value. See the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022” section below for a description of these provisions and a calculation of the amounts that would be payable thereunder if a change in control of MasTec had occurred on December 31, 2022. The Compensation Committee has publicly committed to not include change in control related excise tax gross ups in future executive employment agreements. The Compensation Committee has also committed to not include single trigger provisions in future executive employment agreements.

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DEFERRED COMPENSATION PLAN

In 2008, our Board adopted the MasTec Non-Qualified Deferred Compensation Plan, and in 2020, our Board adopted an amendment and restatement of such plan. Certain management and highly compensated employees, including executive officers, are eligible to participate in the plan. The objective of this plan is to provide this group of employees with an opportunity, on a voluntary basis, to defer compensation without regard to the IRS limits imposed on our qualified 401(k) Plan. Under the plan, participants can defer up to 50% of their base salary and overtime and 100% of their bonus in any given year. We make discretionary matching contributions into the plan. The amount of the matching contribution is determined on an annual basis. No match was awarded in 2019, 2020, 2021 or 2022. Company matching contributions, if any, vest at a rate of one-third per year of service. An employee’s elective contributions are 100% vested when contributed. Our Board or the Compensation Committee may in its sole discretion, but is not required to, credit a contribution to any participant’s account under this plan. Such contributions may be smaller or larger than the amount credited to any other participant in any given year. No contributions were made in the three years ended December 31, 2022. Participants may obtain distributions from the plan only upon termination of employment or for elected in-service distributions, at which time the distribution will be fully taxable to the employee.

CLAWBACK POLICY

In 2017 MasTec adopted a clawback policy that permits us to seek to recover certain amounts of incentive compensation, including both cash and equity, paid to any executive officer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or after January 1, 2017, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of our financial statements due to fraud, and the executive engaged in improper conduct that materially contributed to the need for restatement, and a lower amount of incentive compensation would have been earned based on the restated financial results. Although the SEC has adopted new rules regarding the scope and function of clawback policies, such rules await implementation by the NYSE under its listing standards; accordingly MasTec anticipates that it will modify its policy to comply with such standards not later than their effectiveness.

RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS

MasTec has reviewed its compensation structures and policies as they pertain to risk and has determined that its compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on MasTec. Use of Adjusted EBITDA targets for senior executive bonuses ensures that compensation is based upon the overall performance of MasTec. Moreover, our equity grants typically provide for a three-year cliff vesting period, which we believe encourages our executive officers to manage with the long-term success of MasTec as a key objective. Compensation for other personnel is closely monitored by our senior executive officers considering this long-term perspective.

STOCK OWNERSHIP AND RETENTION GUIDELINES

All NEOs are required to own shares of MasTec common stock with a value of not less than a specified multiple of their base salary. The policy also requires NEOs to retain 50% of net after-tax shares acquired during the year upon vesting (or exercise of stock options) unless his or her ownership level was satisfied as of the beginning of the year. The chart below shows the multiple of base salary ownership requirements and actual ownership levels and the market price of MasTec common stock as of December 31, 2022. Jose R. Mas’ pledged shares are excluded from the below calculation.

Executive	Ownership Requirement	Ownership as of December 31, 2022
Jose R. Mas, CEO	10x base salary	321x
Robert Apple, COO	2x base salary	24x
George Pita, Former EVP and CFO (1)	2x base salary	24x
Alberto de Cardenas, EVP, General Counsel and Secretary	2x base salary	15x

(1)

Mr. Pita retired from his positions effective March 31, 2023.

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ANTI-HEDGING AND ANTI-PLEDGING POLICIES

MasTec has a policy prohibiting its directors, officers and employees from engaging in short sales, including a “sale against the box” (a sale with a delayed delivery), the buying or selling of puts or calls or derivatives involving MasTec securities, and holding MasTec securities in margin accounts or pledging MasTec securities as collateral for a loan, unless such person demonstrates the financial capacity to repay the loan (not including margin debt) without resort to the pledged securities. Our Board has made exceptions to this policy for our Chairman, Jorge Mas and our CEO, Jose R. Mas, in connection with certain financing arrangements. For additional details, refer to Footnotes 3 and 4 of the “Security Ownership” section beginning on page 58.

ACCOUNTING FOR STOCK-BASED COMPENSATION

Before granting stock-based compensation awards, the Compensation Committee considers the accounting impact of the award as structured and under various other scenarios to analyze the expected impact of the award.

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Compensation Committee Report on Executive Compensation

The following report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of MasTec’s filings under the Securities Act of 1933, as amended, referred to as the Securities Act, or the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, except to the extent that we specifically incorporate such report by reference.

In fulfilling our role, we met and held discussions with MasTec’s management and reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement on Schedule 14A. Based on the review and discussions with management and our business judgment, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A for filing with the SEC.

Submitted by the Compensation Committee of the Board of Directors

Ernst N. Csiszar, Chairman
Robert J. Dwyer
Javier Palomarez

Named Executive Officer Compensation

SUMMARY COMPENSATION TABLE FOR 2022

The following table summarizes the compensation information for the years ended December 31, 2022, 2021 and 2020 for our CEO, CFO and our other named executive officers as of the end of 2022. We refer to these persons as our named executive officers elsewhere in this Proxy Statement.

	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Compensation	All Other Compensation (2)	Total
Jose R. Mas, CEO	2022	$1,093,269	$7,000,000	$1,500,000	$47,648	$9,640,917
	2021	$1,075,000	$5,500,000	$2,500,000	$47,897	$9,122,897
	2020	$1,068,942	$5,350,000	$2,400,000	$23,887	$8,842,829
Robert Apple, COO	2022	$697,463	$3,100,000	$840,000	$61,988	$4,699,451
	2021	$682,500	$2,500,000	$1,400,000	$61,388	$4,643,888
	2020	$677,790	$2,175,000	$1,300,000	$38,543	$4,191,333
George Pita, Former EVP and CFO (3)	2022	$536,510	$2,500,000	$660,000	$76,626	$3,773,136
	2021	$525,000	$2,100,000	$1,100,000	$57,166	$3,782,166
	2020	$521,565	$1,800,000	$1,000,000	$55,293	$3,376,858
Alberto de Cardenas, EVP, General Counsel and Secretary	2022	$459,865	$1,300,000	$465,000	$27,625	$2,252,490
	2021	$450,000	$1,000,000	$600,000	$27,025	$2,077,025
	2020	$446,872	$950,000	$550,000	$26,301	$1,973,173

(1)

Amounts shown in this column represent the fair value of restricted stock awards as of date of grant computed in accordance with FASB ASC Topic 718. Stock awards represent restricted stock awards issued in payment of a portion of annual incentive compensation. Each restricted stock award was valued at the closing market price of our common stock on the date of grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 9 to our Consolidated Financial Statements, which are contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

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(2)

All other compensation for 2022 consists of the following:

Name	Car Lease or Allowance	Matching Contribution to 401k Plan	Imputed Benefit from Split Dollar Life Insurance Policy (2)	Golf Membership	Executive Long-Term Disability (1)	Employee Awards (3)	Total
Jose R. Mas	$44,007		$528		$3,088	$25	$47,648
Robert Apple	$47,256	$12,200			$2,507	$25	$61,988
George Pita	$18,600	$12,200		$40,215	$5,586	$25	$76,626
Alberto de Cardenas	$12,000	$12,200			$3,400	$25	$27,625

(1)

The amounts shown in this column include premiums for Executive Supplemental Long-Term Disability for Messrs. Mas, Apple, Pita and de Cardenas for 2022.

(2)

The amounts shown in this column for Mr. Mas include imputed income with respect to a life insurance policy owned by MasTec on the life of Jose R. Mas. Pursuant to Mr. Mas’s split dollar agreement, MasTec is entitled to recover out of the death benefit proceeds all premiums it pays on the policies upon the death of the insured. The balance of the death benefit would be paid to the beneficiaries designated by Mr. Mas. See the “Certain Relationships and Related Transactions” section beginning on page 62 for a description of the split dollar agreement that MasTec entered into with Mr. Mas.

(3)

The amounts shown in this column include gift cards for employee anniversaries and holidays.

(3)

Mr. Pita retired from his positions effective March 31, 2023.

GRANTS OF PLAN-BASED AWARDS FOR 2022

The following table provides additional information about the plan-based awards granted to the NEOs for the year ended December 31, 2022.

Name	Grant Date	Number of Shares of Stock or Units (1)	Grant Date Fair Value of Stock Awards (2)
Jose R. Mas, CEO	3/10/2023	72,902	$7,000,000
Robert Apple, COO	3/10/2023	32,285	$3,100,000
George Pita, Former EVP and CFO (3)	3/10/2023	26,036	$2,500,000
Alberto de Cardenas, EVP, General Counsel and Secretary	3/10/2023	13,539	$1,300,000

(1)

Represents shares of restricted stock granted under the 2013 ICP, which vest three years after the grant date.

(2)

The grant date value of the restricted stock awards is based on the closing market price of $96.02 for our common stock on March 10, 2023.

(3)

Mr. Pita retired from his positions effective March 31, 2023.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2022

The following table sets forth our outstanding equity awards as of December 31,2022 for our NEOs.*

Name	Date of Grant	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested (1)
Jose R. Mas, CEO	3/24/2022	63,277 (2)	$5,399,426
	3/18/2021	57,926 (3)	$4,942,826
	3/19/2020	165,017 (4)	$14,080,901
Robert Apple, COO	3/24/2022	28,762 (2)	$2,454,261
	3/18/2021	23,549 (3)	$2,009,436
	3/19/2020	64,173 (4)	$5,475,882
George Pita, Former EVP	3/24/2022	24,160 (2)	$2,061,573
and CFO (5)	3/18/2021	19,489 (3)	$1,662,996
and CFO (5)	3/19/2020	53,172 (4)	$4,537,167
Alberto de Cardenas, EVP,	3/24/2022	11,505 (2)	$981,722
General Counsel and	3/18/2021	10,286 (3)	$877,704
Secretary	3/19/2020	27,503 (4)	$2,346,831

The table excludes equity awards granted in 2023 for 2022 performance.

(1)

The market value of the shares was calculated based upon the closing market price of our common stock of $85.33 per share, as reported by the NYSE on December 30, 2022, the last trading day of 2022.

(2)

Awarded on March 24, 2022, and vest on March 24, 2025.

(3)

Awarded on March 18, 2021, and vest on March 18, 2024.

(4)

Awarded on March 19, 2020, and vest on March 19, 2023.

(5)

Mr. Pita retired from his positions effective March 31, 2023.

STOCK VESTED FOR 2022

Name	Number of Shares of Stock or Units Acquired on Vesting	Value Realized On Vesting
Jose R. Mas, CEO	65,664	$ 5,440,262
Robert Apple, COO	30,714	$2,544,655
George Pita, Former EVP and CFO (1)	25,418	$2,105,881
Alberto de Cardenas, EVP, General Counsel and Secretary	13,768	$1,140,679

(1)

Mr. Pita retired from his positions effective March 31, 2023.

NONQUALIFIED DEFERRED COMPENSATION

The following table sets forth earnings under, and aggregate balances of, nonqualified defined contribution and other deferred compensation plans we maintain.

Name	Executive Contributions in 2022 (1)	Aggregate Earnings in 2022	Aggregate Balance on December 31, 2022 (2)
Robert Apple, COO		($338,604)	$1,793,508
Alberto de Cardenas, EVP, General Counsel and Secretary		($9,075)	$48,705

(1)

No contributions were made to MasTec’s non-qualified deferred compensation plans on behalf of Mr. Apple or Mr. de Cardenas for 2022.

(2)

For Mr. Apple, $15,716 and for Mr. de Cardenas, $7,434 of these totals were previously reported as compensation in the “Summary Compensation Tables” for previous years.

See the “Deferred Compensation Plan” section on page 42 for more information on our Non-Qualified Deferred Compensation Plan.

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POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2022

Each of the NEOs has an employment agreement with us that provides for us to make continued payments and provide certain benefits to the executive upon change in control and termination of employment with the Company.

Each of the employment agreements for the NEOs also provides for each of such NEOs to receive certain payments in the event of a change in control, as follows:

●

Jose R. Mas. Mr. Mas would become entitled to receive a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement.

●

Robert Apple. Mr. Apple would become entitled to receive 12 monthly payments at an annual rate equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement.

●

George Pita. Mr. Pita would be entitled to a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits.

●

Alberto de Cardenas. Mr. de Cardenas would become entitled to a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits.

For these purposes, “Change in Control” generally means:

●

Acquisition by Person of Substantial Percentage. The acquisition by a person or entity (each, a “Person”) (including “affiliates” and “associates” of such Person, but excluding MasTec, any “parent” or “subsidiary” of MasTec or any employee benefit plan of MasTec) of a sufficient number of shares of the common stock, or securities convertible into the common stock, and whether through direct acquisition of shares or by merger, consolidation, share exchange, reclassification of securities or recapitalization of or involving MasTec or any “parent” or “subsidiary” of MasTec, to constitute the Person the actual or beneficial owner of 51% or more of the common stock of MasTec;

●

Disposition of Assets. Any sale, lease, transfer, exchange, mortgage, pledge or other disposition, in one transaction or a series of transactions, of all or substantially all the assets of MasTec or of any “subsidiary” of MasTec to a Person described above, but, with regard to Robert Apple’s, George Pita’s and Alberto de Cardenas’ employment agreements, only if such transaction occurs without approval or ratification by a majority of the members of the Board of Directors of MasTec; or

●

Substantial Change of Board Members. During any fiscal year of MasTec, individuals who at the beginning of such year constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by most of the directors in office at the beginning of the fiscal year.

For purposes of the definition of “Change in Control,” the terms “affiliate,” “associate,” “parent” and “subsidiary” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act.

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Each NEO’s employment agreement also provides that such NEO would be entitled to receive certain payments if such NEO’s employment was terminated as follows:

●

Jose R. Mas. Following termination of Mr. Mas’ employment by us without cause (as defined in the agreement) or by Mr. Mas for good reason (as defined in the agreement), Mr. Mas would receive an amount equal to his base salary, and the average of the performance bonuses (as defined in the agreement) he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination, and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. In the event Mr. Mas’s employment is terminated by MasTec because of death or disability, then Mr. Mas or his estate would receive his base salary and the pro-rata portion of his annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred, and any unvested options and restricted stock would immediately vest. In the event Mr. Mas’s employment is terminated by us for cause (as defined in the agreement), Mr. Mas would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus for the year in which employment terminates.

●

Robert Apple. Following termination of Mr. Apple’s employment by us without cause (as defined in the agreement) or by Mr. Apple for good reason (as defined in the agreement), Mr. Apple would receive an amount equal to his base salary and the average of the performance bonuses (as defined in the agreement) he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If Mr. Apple’s employment is terminated by MasTec because of death or disability, then Mr. Apple or his estate would receive his base salary and any annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred, and any unvested options and restricted stock would immediately vest. In the event Mr. Apple’s employment is terminated by us for cause (as defined in the agreement), Mr. Apple would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus for the year in which employment terminates.

●

George Pita. Following termination of Mr. Pita’s employment by us without cause (as defined in the agreement) or by Mr. Pita for good reason (as defined in the agreement), Mr. Pita would receive an amount equal to his base salary and the average of the performance bonuses he received during the last three calendar years and certain employee benefits set forth in the agreement which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If Mr. Pita’s employment is terminated by MasTec because of death or disability, then Mr. Pita or his estate would receive his base salary and any annual performance bonus earned through the date of death or disability and any unvested options and restricted stock would immediately vest. In the event Mr. Pita’s employment is terminated by us for cause (as defined in the agreement), Mr. Pita would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus for the year in which employment terminates. On March 31, 2023, we entered into an amended and restated employment agreement with Mr. Pita, which was effective as of April 1, 2023, relating to Mr. Pita’s continued provision of services to MasTec following his retirement from his position as the Company’s Chief Financial Officer as more fully described on page 52. All outstanding equity awards granted to Mr. Pita will continue to be subject to the terms and conditions set forth under the applicable grant documents and MasTec’s equity incentive plans, as in effect and as may be amended from time to time.

●

Alberto de Cardenas. Following termination of Mr. de Cardenas’ employment by us without cause (as defined in the agreement) or by Mr. de Cardenas for good reason (as defined in the agreement), Mr. de Cardenas would receive an amount equal to his base salary and the average of the performance bonuses he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If Mr. de Cardenas’ employment is terminated by MasTec because of death or disability, then Mr. de Cardenas or his estate would receive his base salary and any annual performance bonus earned through the date of death or disability and any unvested options and restricted stock

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would immediately vest. In the event Mr. de Cardenas’ employment is terminated by us for cause (as defined in the agreement), Mr. de Cardenas would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus.

The following tables illustrate the payments and benefits that each NEO would have received under his employment agreement, as amended to the date of this Proxy Statement, if MasTec experienced a change in control on December 31, 2022, or such NEO’s employment with MasTec had terminated on December 31, 2022, for any of the reasons described in the tables. The amounts presented in the tables are estimates and do not necessarily reflect the actual value of the payments and of the benefits that would be received by the NEOs, which would only be known at the time that employment terminates, or the change of control occurs, as applicable.

Executive: Jose R. Mas

Executive Compensation Component	Termination due to Disability	Termination due to Death	Termination by Company without Cause or Resignation with Good Reason		Change of Control
Cash Severance
Base Salary			$	1,100,000	$	1,650,000
Performance Bonus			$	7,583,333	$	11,375,000
Total Cash Severance			$	8,683,333	$	13,025,000
Long-Term Incentives
Value of Accelerated Grants (1)	$24,423,153	$24,423,153	$	24,423,153	$	24,423,153
Benefits & Perquisites
Health & Welfare Benefits			$	15,616	$	15,616
Company Car			$	44,007	$	44,007
Total Benefits & Perquisites			$	59,623	$	59,623
Section 280G Tax Gross-Up (2)				–		–
OVERALL TOTAL	$24,423,153	$24,423,153	$	33,166,109	$	37,507,776

(1)

Represents the closing price on the NYSE for a share of MasTec’s common stock on December 30, 2022, the last trading day of 2022 ($85.33), multiplied by the number of restricted shares that would have been subject to accelerated or continued vesting.

(2)

Mr. Mas is entitled to receive a tax gross-up payment to reimburse him for any excise tax to which he would be subject under Section 4999 of the Code with respect to any “excess parachute payment” that he receives from MasTec. Mr. Mas generally would not be considered to receive an “excess parachute payment” unless the payments made to him that are contingent on a change in control exceed three times the average of his W-2 compensation for the five years immediately prior to the year in which the change in control occurs. Thus, facts and circumstances at the time of any change in control, as well as changes in Mr. Mas’ W-2 compensation history, could materially impact whether and to what extent any payment to Mr. Mas would result in an “excess parachute payment” and thus result in an excise tax.

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Executive: Robert Apple

Executive Compensation Component	Termination due to Disability	Termination due to Death	Termination by Company without Cause or Resignation with Good Reason		Change of Control
Cash Severance
Base Salary			$	702,975	$	1,054,463
Performance Bonus			$	3,491,667	$	5,237,500
Total Cash Severance			$	4,194,642	$	6,291,963
Long-Term Incentives
Value of Accelerated Grants (1)	$9,939,580	$9,939,580	$	9,939,580	$	9,939,580
Benefits & Perquisites
Health & Welfare Benefits			$	11,433	$	11,433
Company Car			$	47,256	$	47,256
Total Benefits & Perquisites			$	58,689	$	58,689
Section 280G Tax Gross-Up (2)				–		–
OVERALL TOTAL	$9,939,580	$9,939,580	$	14,192,911	$	16,290,232

(1)

(2)

Mr. Apple is entitled to receive a tax gross-up payment to reimburse him for any excise tax to which he would be subject under Section 4999 of the Code with respect to any “excess parachute payment” that he receives from MasTec. Mr. Apple generally would not be considered to receive an “excess parachute payment” unless the payments made to him that are contingent on a change in control exceed three times the average of his W-2 compensation for the five years immediately prior to the year in which the change in control occurs. Thus, facts and circumstances at the time of any change in control, as well as changes in Mr. Apple’s W-2 compensation history, could materially impact whether and to what extent any payment to Mr. Apple would result in an “excess parachute payment” and thus result in an excise tax.

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Executive: George Pita

Executive Compensation Component	Termination due to Disability	Termination due to Death	Termination by Company without Cause or Resignation with Good Reason		Change of Control
Cash Severance
Base Salary			$	540,750	$	811,125
Performance Bonus			$	2,833,333	$	4,250,000
Total Cash Severance			$	3,374,083	$	5,061,125
Long-Term Incentives
Value of Accelerated Grants (1)	$8,261,736	$8,261,736	$	8,261,736	$	8,261,736
Benefits & Perquisites
Health & Welfare Benefits			$	16,854	$	16,854
Company Car			$	18,600	$	18,600
Total Benefits & Perquisites			$	35,454	$	35,454
OVERALL TOTAL	$8,261,736	$8,261,736	$	11,671,273	$	13,358,315

(1)

Executive: Alberto de Cardenas

Executive Compensation Component	Termination due to Disability	Termination due to Death	Termination by Company without Cause or Resignation with Good Reason		Change of Control
Cash Severance
Base Salary			$	463,500	$	695,250
Performance Bonus			$	1,475,000	$	2,212,500
Total Cash Severance			$	1,938,500	$	2,907,750
Long-Term Incentives
Value of Accelerated Grants (1)	$4,206,257	$4,206,257	$	4,206,257	$	4,206,257
Benefits & Perquisites
Health & Welfare Benefits			$	15,400	$	15,400
Company Car			$	12,000	$	12,000
Total Benefits & Perquisites			$	27,400	$	27,400
OVERALL TOTAL	$4,206,257	$4,206,257	$	6,172,157	$	7,141,407

(1)

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EMPLOYMENT AND OTHER AGREEMENTS

Employment Agreements

On April 18, 2007, MasTec entered an employment agreement with Jose R. Mas, MasTec’s President and CEO, effective as of April 18, 2007, and amended on March 31, 2014. The term of the agreement continues until the agreement is terminated in accordance with the terms and provisions thereof. The agreement provides that Mr. Mas is to receive an annual salary, subject to Compensation Committee adjustment. Mr. Mas’ salary was increased to $1,250,000 effective March 27, 2023. The agreement also provides that Mr. Mas shall be eligible for annual performance bonuses of up to his base salary based on the achievement of goals established by the Compensation Committee of the Board. Pursuant to the terms of the agreement, Mr. Mas received 100,000 shares of MasTec’s common stock, which vested on the fifth anniversary of the agreement. If Mr. Mas’s employment is terminated other than for cause and he has not breached certain of his obligations set forth in the agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. Upon Mr. Mas’s death or disability, any unvested equity awards would vest immediately. The agreement further provides for change of control and termination payments as described above in the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022” section beginning on page 47. The agreement also contains confidentiality, non-competition and non-solicitation provisions, compliance with which is a condition to receipt of certain amounts or benefits payable under the agreements.

Effective January 1, 2010, MasTec entered an employment agreement with Robert Apple relating to his employment as COO, which agreement was amended on March 31, 2014. The agreement remains in effect until terminated and provides that Mr. Apple will be paid an annual salary, subject to Compensation Committee adjustment. Mr. Apple’s salary was increased to $750,000 effective March 27, 2023. The agreement also provides for annual performance bonuses of up to his base salary based on the achievement of goals established by our Compensation Committee, in its sole discretion. Pursuant to the terms of the agreement, Mr. Apple received 37,500 shares of MasTec’s common stock, which vested on the third anniversary of the effective date of the agreement. If Mr. Apple’s employment is terminated other than for cause and he has not breached certain of his obligations set forth in the agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. Upon Mr. Apple’s death or disability, any unvested equity awards would vest immediately. The agreement further provides for change of control and termination payments as described above in the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022” section beginning on page 47. The agreement also contains confidentiality, non-competition and non-solicitation provisions, compliance with which is a condition to receipt of certain amounts or benefits payable under the agreements.

Until his retirement, effective March 31, 20223, George Pita was employed under an employment agreement relating to his becoming, effective January 1, 2014, the Company’s EVP and CFO and which provided for a base salary that was increased to $540,750 effective March 28, 2022. The agreement also provided for an annual performance bonus of up to his base salary based on the achievement of goals established by the Compensation Committee, in its sole discretion. Mr. Pita's employment agreement also provided for continued vesting of his equity awards, subject to certain conditions, upon the termination of his employment and change of control and termination payments as described above in the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022” section beginning on page 47. The agreement also contained confidentiality, non-competition and non-solicitation provisions, compliance with which is a condition to receipt of certain amounts or benefits payable under the agreement. On March 31, 2023, we entered into an amended and restated employment agreement with Mr. Pita, which was effective as of April 1, 2023, relating to Mr. Pita’s continued provision of services to MasTec following his retirement from his position as the Company’s Chief Financial Officer. The agreement amended and restated in its entirety Mr. Pita’s previous agreement with MasTec. The agreement provides that Mr. Pita will be paid an annual base salary of $400,000 and that he will not be entitled to participate in the Company’s bonus plan for senior management, receive equity awards, nor be eligible for an annual performance bonus. All outstanding equity awards granted to Mr. Pita will continue to vest subject to the terms and conditions set forth under the applicable award documents and MasTec’s equity incentive plans, as in effect and as may be amended from time to time. The agreement also contains confidentiality, non-competition and non-solicitation provisions, which are substantially identical to those contained in Mr. Pita’s previous agreement with MasTec, except that the non-competition and non-solicitation provisions have been extended to the later of one year following his employment termination date or March 10, 2026.

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Effective March 31, 2014, MasTec entered an employment agreement with Alberto de Cardenas relating to his employment as EVP, General Counsel and Secretary, which agreement replaced his 2008 employment agreement. The agreement remains in force until terminated and provides that Mr. de Cardenas will be paid an annual salary, subject to Compensation Committee adjustment. Mr. de Cardenas’ salary was increased to $495,000 effective March 27, 2023. The agreement also provides for an annual performance bonus of up to his base salary based on the achievement of goals established by the Compensation Committee, in its sole discretion. If Mr. de Cardenas’ employment is terminated other than for cause and he has not breached certain of his obligations set forth in the agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. Upon Mr. de Cardenas’ death or disability, any unvested equity awards would vest immediately. The agreement further provides for change of control and termination payments as described above in the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2022” section beginning on page 47. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits. The agreement also contains confidentiality, non-competition and non-solicitation provisions, compliance with which is a condition to receipt of certain amounts or benefits payable under the agreements.

CEO PAY RATIO FOR 2022

In compliance with Item 402(u) of Regulation S-K adopted by the SEC pursuant to Section 953(b) of the Dodd-Frank Act, we are reporting the pay ratio disclosure for our fiscal year beginning on January 1, 2022. We identified our median employee as of December 31, 2022, in compliance with the above rules. We updated our median employee using 2022 data because we had significant growth in 2022.

As of December 31, 2022, we had 31,875 employees, consisting of 31,162 U.S. based employees, 377 employees in India and 336 employees in Canada. In calculating our median employee’s wages, we only included U.S. based employees and did not include our employees in India or Canada as they make up less than 5% of our total global workforce. We have calculated our median employee’s wages as follows:

●

We compiled W-2 earnings for all our active employees as of December 31, 2022, except our CEO.

●

We annualized W-2 earnings for new hires during 2022.

●

We ranked all employees’ wages and determined the median employee.

●

We calculated annual total compensation for our median employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

●

The 2022 W-2 annualized wage for our median employee is $89,853.

Jose R. Mas our CEO, had 2022 W-2 compensation of $9,081,179. Mr. Mas’ compensation included base salary of $1,093,269, cash bonus of $2,500,000, restricted stock of $5,440,262 and other fringes and benefits of $47,648. The pay ratio for 2022 is 101.1.

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PAY VERSUS PERFORMANCE

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation and Company performance for fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

Year	SCT Total Compensation for CEO (1)	Compensation Actually Paid to CEO (2)	Average SCT Total Compensation for Other NEOs (1)	Average Compensation Actually Paid to Other NEOs (2)	Total Shareholder Return (Value of initial fixed $100 investment) (3)	Peer Group Total Shareholder Return (Value of initial fixed $100 investment) (3) (4)	Net Income ($000s)	Adjusted EBITDA ($000s) (5)
2022	$9,640,917	$6,253,204	$3,575,026	$2,490,855	$133.00	$165.30	$33.9	$780.6
2021	$9,122,897	$18,004,904	$3,501,026	$6,340,351	$143.83	$163.29	$330.7	$939.1
2020	$8,842,829	$6,849,082	$3,180,455	$2,432,921	$106.27	$119.04	$322.7	$799.9

(1)

The CEO for each of 2020, 2021, and 2022 was Jose R. Mas. The Other NEOs for each of 2020, 2021 and 2022 were Robert E. Apple, George Pita, and Alberto de Cardenas.

(2)

Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Other NEOs set forth below. Amounts excluded represent the Stock Awards amounts from the applicable Summary Compensation Table. Amounts included are the aggregate of the following components, as applicable: (i) the fair value as of the end of the fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value, as of the vesting date, of equity awards granted in that year that also vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year, less (v) the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with FASB ASC Topic 718.

CEO Adjustments to SCT

Adjustments to SCT	2022	2021	2020
Excluded: Stock awards reported in Summary Compensation Table for our CEO	$7,000,000	$5,500,000	$5,350,000
Included: Change in fair value of current year equity for our CEO	$6,220,728	$5,839,202	$3,949,395
Included: Change in fair value of prior year unvested equity for our CEO	($1,989,229)	$6,955,429	$1,247,779
Included: Change in fair value of prior award that vested in 2022 for our CEO	($619,212)	$1,587,377	($1,840,921)

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Other NEO Adjustments to SCT

Adjustments to SCT	2022	2021	2020
Excluded: Average Stock awards reported in Summary Compensation Table for our Other NEOs	$2,300,000

SEC Form DEF 14A filed by MasTec Inc.